Common use of Certain Other Documents Clause in Contracts

Certain Other Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each Agent and each Lender and each of their respective counsel, duly executed by each party thereto, and in sufficient copies as requested by each of them: (i) a copy of the Consent Agreement, duly executed by the relevant Borrower and the Administrative Agent; (ii) the initial Forecast; (iii) the Company Net Indebtedness Statement and statements of maximum currency balances referred to in Section 5.2(a)(i); (iv) the TS Net Indebtedness Statement; (v) the Aggregate L/C Exposure Statement; (vi) the Pro Forma Balance Sheet and the other financial and other information referred to in Section 3.1 or 5.2; (vii) a solvency certificate of the chief financial officer of each of Trico Supply, Trico Shipping, Trico Supply (UK) Limited, Albyn Marine Limited and TMIH substantially in the form of Exhibit T; (viii) a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit U, with appropriate insertions and attachments including among other things for such Credit Party (A) certification as to satisfaction of the conditions set forth in Section 4.2 and as to the incumbency of officers, (B) authorizing resolutions (for, as applicable, commencing the Cases, and entering into the Credit Documents, incurring the Indebtedness and granting the Liens contemplated thereby and consummating the transactions contemplated thereby, and for such other matters as the Majority Lenders or the Administrative Agent, in their or its discretion, may request), (C) by-laws or Trico Marine DIP Credit Agreement analogous documents, and (D) the certificate of incorporation or formation of each Credit Party certified by the relevant authority of the jurisdiction of organization of such Credit Party and a long form or comparable good standing certificate for each Credit Party from its jurisdiction of organization; (ix) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Credit Parties, in substantially the form of Exhibit V-1, (B) Jones, Walker, ▇▇▇▇▇▇▇▇, Poitevent, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P, maritime and Louisiana counsel to the Credit Parties, in substantially the form of Exhibit V-2, (C) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel to Trico Marine International Limited, in substantially the form of Exhibit V-3, (D) Aluko & ▇▇▇▇▇▇▇, Nigeria counsel to Coastal Inland Marine Services Limited, in substantially the form of Exhibit V-4, (E) Stroeter ▇▇▇▇▇▇▇ & Ohno Advogados, Brazil counsel to Trico Servicos Maritimos Limitada, in substantially the form of Exhibit V-5, (F) ▇▇▇▇▇▇ Abogados, Mexico counsel to Servicios de Apoyo Maritimo de Mexico, S. de ▇.▇. de C.V., in substantially the form of Exhibit V-6, (G) Thommessen ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS Advokatfirma, Norway counsel to Trico Supply, in substantially the form of Exhibit V-7, (H) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇, Netherlands counsel to TMIH, in substantially the form of Exhibit V-8, and (I) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., UK counsel to Trico Supply (UK) Limited and Albyn Marine Limited, in substantially the form of Exhibit V-9, and such other opinions of counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, the Collateral Agents and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (x) copies of UCC search reports or analogous search reports listing all effective financing statements or analogous filings that name any Credit Party as debtor, together (to the extent possible) with copies of such financing statements or analogous filings, none of which shall cover the Collateral (except for those which shall be terminated on the Closing Date and Permitted Liens); (xi) the results of a recent Lien search in each of the jurisdictions where the Credit Parties are organized and where the Collateral is located, and such search shall reveal no Liens on any of the assets of the Credit Parties constituting Collateral except for Permitted Liens or Liens that have been discharged (or with respect to which satisfactory arrangements shall have been made for such discharge on terms and conditions satisfactory to the Administrative Agent) on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent; (xii) abstracts of title (or, at the discretion of the Administrative Agent, certificates of ownership) with respect to the Collateral Vessels and such abstracts of title (or certificates of ownership) shall reveal no recorded Liens on such Collateral Vessels except for (A) Liens on certain of the Domestic Collateral Vessels in favor of the lenders under the Prepetition Credit Agreement (which Liens, as a condition precedent to the making of the Term Loans, shall be discharged (or satisfactory arrangements shall have been made for such discharge on terms and conditions satisfactory to the Administrative Agent) on the Final DIP Order Effective Date pursuant to documentation satisfactory to the Administrative Agent), (B) with respect to the MARAD Vessels, Liens in favor of MARAD and (C) Permitted Collateral Vessel Liens; (xiii) evidence satisfactory to the Administrative Agent of the receipt of all necessary Governmental Authority and other third party consents, authorizations and approvals, and the making of all filings and giving of all notices, necessary or, in the Trico Marine DIP Credit Agreement discretion of the Administrative Agent, advisable in connection with the continuing operations of the Group Members and with the Credit Documents and the transactions contemplated hereby and thereby (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent) and the making of the filings and giving of the notices and obtaining of the consents and authorizations listed on Schedule 3.4, and the expiration of all applicable waiting periods without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby; and (xiv) such other certificates, documents and agreements, and such other information respecting any Credit Party and the Collateral, as may be necessary or appropriate to give effect to the Credit Documents or the DIP Orders or the transactions contemplated thereby in the opinion of the Administrative Agent, or as any Lender through the Administrative Agent may otherwise reasonably request (including with respect to Real Property).

Certain Other Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each Agent and each Lender and each of their respective counsel, duly executed by each party thereto, and in sufficient copies as requested by each of them: (i) a copy of the Consent Agreement, duly executed by the relevant Borrower and the Administrative Agent; (ii) resolutions of the initial ForecastBoard of Directors, and such other authorizations (including Equity Interest holder resolutions) as may be applicable or may be requested by any Agent, of each of the Borrowers, the Guarantors and the other Credit Parties (except to the extent covered by the Final Confirmation Order), in form and substance satisfactory to the Administrative Agent, authorizing and approving the borrowings, guarantees, liens, and other transactions contemplated by the Credit Documents; (iii) the Company Net Indebtedness Statement and statements of maximum currency balances referred to in Section 5.2(a)(i)Plan Maximum Payment Budget; (iv) a true copy of the TS Net Indebtedness Statementexecuted Trico Supply Share Purchase Agreement together with evidence satisfactory to the Agents that all of the outstanding Equity Interests in Trico Supply are owned by the Company free and clear of Liens and other adverse claims of any nature (other than the Liens granted pursuant to the Credit Documents in favor of the Collateral Agents for the benefit of the Secured Parties); (vA) the Aggregate L/C Exposure StatementStatement and (B) a statement of the Aggregate L/C Exposure of “Existing L/Cs” as defined in and under the DIP Credit Agreement as at the Initial Funding Date; (vi) the Pro Forma Balance Sheet and the other financial and other information referred to in Section 3.1 or 5.2; (vii) a solvency certificate of the chief financial officer of each of the Company, the Borrowers, Trico Supply, Trico Shipping, Trico Supply (UK) Limited, Shipping and Albyn Marine Limited and TMIH substantially in the form of Exhibit TS; (viii) a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit UT, with appropriate insertions and attachments including among other things for such Credit Party (A) certification as to satisfaction of the conditions set forth in Section 4.2 and as to the incumbency of officers, (B) authorizing resolutions (for, as applicable, commencing the Cases, and entering into the Credit Documents, incurring the Indebtedness and granting the Liens contemplated thereby thereby, and entering into by the parties thereto of the Trico Supply Share Purchase Agreement, and consummating the transactions contemplated therebyby the foregoing, and for such other matters as the Majority Lenders or the Administrative Agent, in their or its discretion, may request)) and related documents, (C) by-laws or Trico Marine DIP Credit Agreement analogous documents, and (D) the certificate of incorporation or formation of each Credit Party certified by the relevant authority of the jurisdiction of organization of such Credit Party and a long form or comparable good standing certificate for each Credit Party from its jurisdiction of organization; (ix) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Credit Parties, in substantially the form of Exhibit V-1U-1, (B) Jones, Walker, ▇▇▇▇▇▇▇▇Waechter, Poitevent, ▇▇▇▇▇▇▇ Carrère & ▇▇▇▇▇▇▇, L.L.P, maritime and Louisiana counsel to the Credit Parties, in substantially the form of Exhibit V-2▇-▇, (C▇) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel to Trico Marine International Limited, in substantially the form of Exhibit V-3▇-▇, (D▇) Aluko ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Nigeria ▇▇▇▇▇▇▇ counsel to Coastal Inland Marine Services Limited, in substantially the form of Exhibit V-4U-4, (E) Stroeter ▇▇▇▇▇▇▇ & Ohno Advogados, Brazil counsel to Trico Servicos Maritimos Limitada, in substantially the form of Exhibit V-5U-5, (F) ▇▇▇▇▇▇ Abogados, Mexico counsel to Servicios de Apoyo Maritimo de Mexico, S. de ▇.▇. de C.V., in substantially the form of Exhibit V-6U-6, (G) Thommessen ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS Advokatfirma, Norway counsel to Trico Supply, in substantially the form of Exhibit V-7U-7, (H) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇, Netherlands counsel to TMIH, in substantially the form of Exhibit V-8U-8, and (I) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., UK counsel to Trico Supply (UK) Limited and Albyn Marine Limited, in substantially the form of Exhibit V-9U-9, and such other opinions of counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, the Collateral Agents and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (x) copies of UCC search reports or analogous search reports listing all effective financing statements or analogous filings that name any Credit Party as debtor, together (to the extent possible) with copies of such financing statements or analogous filings, none of which shall cover the Collateral (except for those which shall be terminated on or prior to the Closing Initial Funding Date and Permitted Liens); (xi) the results of a recent Lien search in each of the jurisdictions where the Credit Parties are organized and where the Collateral is located, and such search shall reveal no Liens on any of the assets of the Credit Parties constituting Collateral except for Permitted Liens or Liens that have been discharged (or with respect to which satisfactory arrangements shall have been made for such discharge on terms and conditions satisfactory to the Administrative Agent) on or prior to the Closing Initial Funding Date pursuant to documentation satisfactory to the Administrative Agent; (xii) abstracts of title (or, at the discretion of the Administrative Agent, certificates of ownership) with respect to the Collateral Vessels and such abstracts of title (or certificates of ownership) shall reveal no recorded Liens on such Collateral Vessels except for (A) Liens on certain of the Domestic Collateral Vessels in favor of the lenders under the Prepetition Credit Agreement Trico Supply (which LiensLiens shall, as a condition precedent both pursuant to the making Trico Supply Intercreditor Agreement and by priority of filing, be subordinate to the Liens in favor of the Term Loans, shall be discharged (or satisfactory arrangements shall have been made Collateral Agents for such discharge on terms and conditions satisfactory to the Administrative Agent) on benefit of the Final DIP Order Effective Date pursuant to documentation satisfactory to the Administrative AgentSecured Parties), (B) with respect to the MARAD Vessels, Liens in favor of MARAD and (C) Permitted Collateral Vessel Liens; (xiii) evidence satisfactory to the Administrative Agent of the receipt of all necessary Governmental Authority and other third party consents, authorizations and approvals, and the making of all filings and giving of all notices, necessary or, in the Trico Marine DIP Credit Agreement discretion of the Administrative Agent, advisable in connection with the continuing operations of the Group Members and with the Credit Documents and the transactions contemplated hereby and thereby (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent) and the making of the filings and giving of the notices and obtaining of the consents and authorizations listed on Schedule 3.4, and the expiration of all applicable waiting periods without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby; and (xiv) such other certificates, documents and agreements, and such other information respecting any Credit Party and the Collateral, as may be necessary or appropriate to give effect to the Credit Documents or the DIP Orders Final Confirmation Order or the transactions contemplated thereby in the opinion of the Administrative Agent, or as any Lender through the Administrative Agent may otherwise reasonably request (including with respect to Real Property).

Certain Other Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing DIP Effective Date unless otherwise indicated herein or agreed to by the Administrative AgentMajority Lenders, in form and substance satisfactory to each Agent and each Lender and each of their respective counsel, duly executed by each party thereto, and in sufficient copies as requested by each of them: (i) a copy of the Consent Agreement, duly executed by the relevant Borrower and the Administrative Agent;[Reserved] (ii) the initial Forecast;[Reserved] (iii) the Company Net Indebtedness Statement and statements of maximum currency balances referred to in Section 5.2(a)(i); (iv) the TS Net Indebtedness Statement; (v) the Aggregate L/C Exposure Statement; (vi) the Pro Forma Balance Sheet and the other financial and other information referred to in Section 3.1 or 5.2; (vii) a solvency certificate of the chief financial an officer of each of Trico Supply, Trico Shipping, Trico Supply (UK) Limited, Albyn Marine Limited and TMIH the Guarantor substantially in the form of Exhibit TH; (viiiiv) a solvency certificate of an officer of SPC substantially in the form of Exhibit I; (v) a secretary’s certificate of each Credit PartyParty and SPC, dated as of the Closing DIP Effective Date, substantially in the form of Exhibit UJ, with appropriate insertions and attachments including among other things for such Credit Party (A) in the case of each Credit Party, certification as to satisfaction of the conditions set forth in Section 4.2 and as to the incumbency of officers, (B) in the case of each Credit Party, authorizing resolutions (for, as applicable, commencing the Cases, and entering into the Credit Documents, incurring the Indebtedness and granting the Liens contemplated thereby hereby and thereby, and consummating the transactions contemplated hereby and thereby, and for such other matters as the Majority Lenders or the Administrative AgentLenders, in their or its discretion, may request), (C) bymemorandum of association, bye-laws and/or private act or Trico Marine DIP Credit Agreement analogous documents, and (D) the certificate of incorporation or formation of each Credit Party certified by the relevant authority of the jurisdiction of incorporation or organization of such Credit Party Party, and (E) a long form or comparable good standing certificate for each Credit Party of compliance from its jurisdiction of organizationincorporation or organization attesting to the good standing of such Credit Party; (ixvi) an officer’s certificate of each Credit Party, dated as of the DIP Effective Date, substantially in the form of Exhibit K, with appropriate insertions and attachments including certification as to satisfaction of the conditions set forth in Section 4.2; (vii) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Credit Parties, in substantially the form of Exhibit V-1L, addressed to the Agents and the Lenders; (Bviii) Jones, Walker, ▇a favorable opinion of ▇▇▇▇▇▇▇, Poitevent, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P, maritime and Louisiana Bermuda counsel to the Credit Parties, in substantially the form of Exhibit V-2, (C) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel to Trico Marine International Limited, in substantially the form of Exhibit V-3, (D) Aluko & ▇▇▇▇▇▇▇, Nigeria counsel to Coastal Inland Marine Services Limited, in substantially the form of Exhibit V-4, (E) Stroeter ▇▇▇▇▇▇▇ & Ohno Advogados, Brazil counsel to Trico Servicos Maritimos Limitada, in substantially the form of Exhibit V-5, (F) ▇▇▇▇▇▇ Abogados, Mexico counsel to Servicios de Apoyo Maritimo de Mexico, S. de ▇.▇. de C.V., in substantially the form of Exhibit V-6, (G) Thommessen ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS Advokatfirma, Norway counsel to Trico Supply, in substantially the form of Exhibit V-7, (H) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇, Netherlands counsel to TMIH, in substantially the form of Exhibit V-8, and (I) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., UK counsel to Trico Supply (UK) Limited and Albyn Marine Limited, in substantially the form of Exhibit V-9, and such other opinions of counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, the Collateral Agents and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (xix) copies of UCC search reports or analogous search reports listing all effective financing statements or analogous filings that name any Credit Party as debtor, together (to the extent possible) with copies of such financing statements or analogous filings, none of which shall cover the Collateral (except for those which shall be terminated on or prior to the Closing Funding Date and Permitted Liens); (xix) the results of a recent Lien search in each of the jurisdictions where the Credit Parties are organized and where the Collateral is located, and such search shall reveal no Liens on any of the assets of the Credit Parties constituting Collateral except for Permitted Liens or Liens that have been discharged (or with respect to which satisfactory arrangements shall have been made for such discharge on terms and conditions satisfactory to the Administrative Agent) on or prior to the Closing Funding Date pursuant to documentation satisfactory to the Administrative Agent; (xii) abstracts of title (or, at the discretion of the Administrative Agent, certificates of ownership) with respect to the Collateral Vessels and such abstracts of title (or certificates of ownership) shall reveal no recorded Liens on such Collateral Vessels except for (A) Liens on certain of the Domestic Collateral Vessels in favor of the lenders under the Prepetition Credit Agreement (which Liens, as a condition precedent to the making of the Term Loans, shall be discharged (or satisfactory arrangements shall have been made for such discharge on terms and conditions satisfactory to the Administrative AgentMajority Lenders) on the Final DIP Order Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent), (B) with respect to the MARAD Vessels, Liens in favor of MARAD and (C) Permitted Collateral Vessel LiensMajority Lenders; (xiiixi) evidence reasonably satisfactory to the Administrative Agent Majority Lenders of the receipt of all necessary Governmental Authority and other third party consents, authorizations and approvals, and the making of all filings and giving of all notices, necessary or, in the Trico Marine DIP Credit Agreement discretion of the Administrative Agent, advisable in connection with the continuing operations of the Group Members and with the Credit Documents and the transactions contemplated hereby and thereby (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent) and the making of the filings and giving of the notices and obtaining of the consents consents, approvals and authorizations listed on Schedule 3.43.4 or otherwise customary for financings of this type or reasonably required by either Agent or the Lenders, and the expiration of all applicable waiting periods without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby; and (xivxii) evidence reasonably satisfactory to the Majority Lenders that the Borrower has caused the organizational documents of each of Holdings and SPC to be amended in a manner satisfactory in form and substance to the Majority Lenders so as to provide for the payment of amounts to the Borrower to service the Obligations and to otherwise permit the execution of and entry into the Credit Documents to which it is a party, and the consummation of and performance of obligations pursuant to the transactions contemplated hereby and thereby, by Holdings and SPC; and (xiii) such other certificates, documents and agreements, and such other information respecting any Credit Party and the CollateralSPC, as may be necessary or appropriate to give effect to the Credit Documents or the DIP Orders or the transactions contemplated thereby in the reasonable opinion of the Administrative AgentMajority Lenders, or as any Lender through the Administrative Agent may otherwise reasonably request (including with respect to Real Property)request.