Common use of Additional Collateral Vessels Clause in Contracts

Additional Collateral Vessels. Upon delivery of any Vessel under construction to the Borrower or any of its Restricted Subsidiaries or the acquisition by the Borrower or any of its Restricted Subsidiaries (including, for the avoidance of doubt, a Ring-fenced Subsidiary that becomes the registered owner of a Vessel) of any Vessel (the “Additional Vessel Date”), the Borrower shall within sixty (60) days (or such longer period of time as the Security Trustee may reasonably agree) of such delivery or acquisition, execute and deliver, or cause such Restricted Subsidiary(ies) (including, for the avoidance of doubt, the Ring-fenced Subsidiary that becomes the registered owner of a Vessel) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Security Trustee for the filing for recording thereof) in the appropriate vessel registry, amendments or supplements to existing Collateral Vessel Mortgages or such other Collateral Vessel Mortgages as the Security Trustee shall deem reasonably necessary or advisable to grant to the Security Trustee, for the ratable benefit of the Secured Parties, a Lien over any Vessels owned by the Borrower or any of its Restricted Subsidiaries (including, for the avoidance of doubt, a Ring-fenced Subsidiary that becomes the registered owner of a Vessel), as applicable, not already subject to a Collateral Vessel Mortgage, to the extent necessary to ensure that, immediately after giving effect to the addition of the additional Collateral Vessels all Vessels in the registered ownership of the Borrower and its Restricted Subsidiaries (including, for the avoidance of doubt, a Ring-fenced Subsidiary that becomes the registered owner of a Vessel) are subject to Collateral Vessel Mortgages. In connection with the execution and delivery of such Collateral Vessel Mortgages over such additional Collateral Vessels, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, within sixty (60) days of (or such longer period of time as the Security Trustee may reasonably agree) of the Additional Vessel Date, to deliver (i) such other instruments, certificates and documents described in Section 4.1(b)(vii)(A) and (B) with respect to such additional Collateral Vessel(s), (ii) opinions of local counsel for the jurisdiction in which the applicable additional Collateral Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (iii) and such other filings or actions necessary or desirable in the reasonable opinion of the Security Trustee to perfect the security interest created by such Collateral Vessel Mortgages.

Additional Collateral Vessels. Upon delivery of any Vessel under construction Each Credit Party will cause the following to have occurred by no later than June 30, 2009 (or such later date as may be acceptable to the Administrative Agent): (i) Trico Assets (or such other Domestic Subsidiary of the Borrower that owns an Additional Collateral Vessel (as hereinafter defined)) shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry a Vessel Mortgage with respect to each of the Vessels listed on Schedule XVIII hereto (each, an “Additional Collateral Vessel”) and the Vessel Mortgages shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest in, and lien upon, such Additional Collateral Vessels, subject only to Permitted Liens; (ii) each Credit Party that owns an Additional Collateral Vessel, shall have duly authorized, executed and delivered an Assignment of Earnings, an Assignment of Insurances and an Assignment of Charters (existing or future) for any charter or other similar contract that has as of its Restricted Subsidiaries such date a remaining term of twelve (12) months or the acquisition 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, together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each case together with proper Financing Statements (Form UCC-1) and certified copies of Requests for Information or Copies (Form UCC-11) as required by the Credit Agreement; (iii) the Borrower will cause each Domestic Subsidiary of the Borrower which owns any direct or indirect interest in any Domestic Subsidiary that owns an Additional Collateral Vessel to execute and deliver a counterpart to the Intercreditor Agreement, the Guaranty and the Pledge and Security Agreement (or, if requested by the Administrative Agent, a joinder agreement in respect of its Restricted Subsidiaries the Guaranty and the Pledge and Security Agreement) and, in connection therewith, promptly execute and deliver all further instruments, and take all further action, that the Administrative Agent may reasonably require (including, for without limitation, the avoidance provision of doubtofficers’ certificates, resolutions, good standing certificates and opinions of counsel, in each case to the reasonable satisfaction of the Administrative Agent, as well as appraisals and all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the granting of Liens under the Credit Documents; (iv) to the extent that an Additional Collateral Vessel is owned by a Ring-fenced Domestic Subsidiary of the Borrower that becomes is not a Credit Party (and which has not otherwise executed and delivered the registered owner of a Vessel) of any Vessel documents described above in clause (the “Additional Vessel Date”iii)), the Borrower shall within sixty will cause such Domestic Subsidiary (60) days (or such longer period of time as and any Domestic Subsidiary which directly owns the Security Trustee may reasonably agree) stock of such delivery or acquisition, execute and deliver, or cause such Restricted Subsidiary(ies) (including, for Domestic Subsidiary to the avoidance of doubt, the Ring-fenced Subsidiary that becomes the registered owner of extent not a VesselCredit Party) to execute and deliver, deliver to the Administrative Agent a counterpart of the Pledge and cause Security Agreement (including any supplemental agreement required to give effect to such security interests purported to be filed for recording (or make arrangements satisfactory to the Security Trustee for the filing for recording thereof) in the appropriate vessel registry, amendments or supplements to existing Collateral Vessel Mortgages or such other Collateral Vessel Mortgages as the Security Trustee shall deem reasonably necessary or advisable to grant to the Security Trustee, for the ratable benefit of the Secured Parties, a Lien over any Vessels owned created by the Borrower or any of its Restricted Pledge and Security Agreement under applicable local law), the Intercreditor Agreement, the Subsidiaries Guaranty, together with all related documentation (including, for the avoidance without limitation, opinions of doubtcounsel, a Ring-fenced corporate documents and proceedings and officer’s certificates) as such Domestic Subsidiary that becomes the registered owner of a Vessel), as applicable, not already subject would have been required to deliver pursuant to Section 15 had such Additional Collateral Vessel been a Collateral Vessel Mortgageon the Amendment and Restatement Effective Date; (v) if requested by the Administrative Agent, the Borrower shall use commercially reasonable efforts to cause any manager of an Additional Collateral Vessel to deliver a subordination agreement reasonably satisfactory in form and substance to the extent necessary Administrative Agent; and (vi) with respect to ensure thateach Additional Collateral Vessel being secured, immediately after giving effect to the addition Administrative Agent shall have received (w) certificates of the additional Collateral Vessels all Vessels in ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of the Borrower and its Restricted Subsidiaries (including, for the avoidance of doubt, a Ring-fenced Subsidiary that becomes the registered owner of a Vessel) are subject to each Additional Collateral Vessel Mortgages. In connection with by Trico Assets or the execution and delivery relevant Guarantor, (x) the results of such Collateral Vessel Mortgages over such additional Collateral Vessels, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, within sixty (60) days of (or such longer period of time as the Security Trustee may reasonably agree) of the Additional Vessel Date, to deliver (i) such other instruments, certificates and documents described in Section 4.1(b)(vii)(A) and (B) maritime registry searches with respect to such additional each Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Vessel(s)Agent and/or the Lenders and Permitted Liens, (iiy) opinions of local counsel for class certificates (to the jurisdiction in which extent required under the laws applicable additional to such Additional Collateral Vessel) from a classification society listed on Schedule XV to the Credit Agreement or another classification society reasonably acceptable to the Collateral Agent, indicating that such Additional Collateral Vessel is flaggedmeets the criteria specified in Section 8.24, covering customary matters (z) 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 Additional Collateral Vessel, together with a certificate from such broker certifying that such insurances constitute the Required Insurance. Except as specifically provided above, all filings, deliveries of instruments and other actions necessary and desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent, and (iii) and such other filings or actions necessary or desirable in the reasonable opinion of the Security Trustee to perfect the security interest created by such Collateral Vessel Mortgages.