Common use of Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages Clause in Contracts

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured on such Amendment and Restatement Effective Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged Vessel by the Borrower or the relevant Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens; (iii) class certificates from a classification society listed on Schedule XV hereto or another classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Vessel meets the criteria specified in Section 8.24; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, (ii) conform with the insurance requirements of each respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”).

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured on such Amendment and Restatement Effective DateVessel: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged Vessel by the Borrower or the relevant Subsidiaries Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens;; and (iii) class certificates from a classification society listed on Schedule XV V hereto or another classification society reasonably acceptable to the Collateral Agent, indicating that such each Mortgaged Vessel meets the criteria specified in Section 8.24; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent7.24; and (viv) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such each Mortgaged Vessel, together with a certificate from such broker certifying that such insurances insurances, (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, (ii) conform with the insurance requirements of each respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, mortgagee additional peril, protection and indemnity and reimbursement of costs of mortgagee interest insurance (the “Required Insurance”).

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured acquired on such Amendment and Restatement Effective Borrowing Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Vessel by the Borrower or the relevant Subsidiary Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders Lenders, Permitted Liens and Permitted LiensLiens being discharged contemporaneously with such acquisition; (iii) class certificates from a classification society listed on Schedule XV VIII hereto or another internationally recognized classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Vessel meets the criteria specified in Section 8.247.24; (iv) if requested by the Administrative Agent prior to Appraisals from at least two Approved Appraisers of such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured on such Amendment and Restatement Effective Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged Vessel by the Borrower or the relevant Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens; (iii) class certificates from a classification society listed on Schedule XV hereto or another classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Vessel meets the criteria specified in Section 8.24; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, (ii) conform with the insurance requirements of each respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”).

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective Date, the The Administrative Agent shall have received each of the following with respect to each Mortgaged Existing Vessel being secured on such Amendment and Restatement Effective Dateowned or operated by a Credit Party: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Existing Vessel by the Borrower or the relevant Subsidiary Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Existing Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders Lenders, Permitted Liens and Permitted LiensLiens being discharged contemporaneously with such acquisition; (iii) class certificates from a classification society listed on Schedule XV IX hereto or another internationally recognized classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Existing Vessel meets the criteria specified in Section 8.249.23; (iv) if requested by the Administrative Agent prior to Appraisals from at least two Approved Appraisers of such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Existing Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Existing Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Trico Subsea AS Vessel being secured acquired on such Amendment and Restatement Effective Borrowing Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Trico Subsea AS Vessel by the Borrower or the relevant Subsidiaries Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Trico Subsea AS Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens; (iii) class certificates from a classification society listed on Schedule XV V hereto or another classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Trico Subsea AS Vessel meets the criteria specified in Section 8.24; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Borrowing Date, an Appraisal from an Approved Appraiser of each Mortgaged such Active Subsea AS Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Trico Subsea AS Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured acquired on such Amendment and Restatement Effective Borrowing Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Vessel by the Borrower or the relevant Subsidiary Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders Lenders, Permitted Liens and Permitted LiensLiens being discharged contemporaneously with such acquisition; (iii) class certificates from a classification society listed on Schedule XV IX hereto or another internationally recognized classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Vessel meets the criteria specified in Section 8.249.24; (iv) if requested by the Administrative Agent prior to Appraisals from at least two Approved Appraisers of such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel being secured on such Amendment and Restatement Effective DateVessel: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Vessel by the Borrower or the relevant Subsidiary Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens; (iii) class certificates from a classification society listed on Schedule XV VIII hereto or another internationally recognized classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Vessel meets the criteria specified in Section 8.24; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Date, an Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent7.24; and (viv) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.

Certificates of Ownership; Searches; Class Certificates; Appraisal Reports; Mortgages. On the Amendment and Restatement Effective each Borrower Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Top Glory Vessel being secured acquired on such Amendment and Restatement Effective Borrowing Date: (i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged such Top Glory Vessel by the Borrower or the relevant Subsidiary Guarantor; (ii) the results of maritime registry searches with respect to each Mortgaged such Top Glory Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens; (iii) class certificates from a classification society listed on Schedule XV VIII hereto or another internationally recognized classification society reasonably acceptable to the Collateral Agent, indicating that such Mortgaged Top Glory Vessel meets the criteria specified in Section 8.247.25; (iv) if requested by the Administrative Agent prior to such Vessel Acquisition Borrowing Date, an Appraisal Appraisals from an at least two Approved Appraiser Appraisers of each Mortgaged such Top Glory Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent; and (v) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of such Mortgaged Top Glory Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, mortgagee and (ii) conform with the insurance requirements of each the respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, protection and indemnity reimbursement of costs of mortgagee interest insurance (the “Required Insurance”)Mortgage.