Common use of An Opinion of Counsel substantially stating Clause in Contracts

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Collateral Agent conform in all material respects to the requirements of this Indenture and any other applicable Security Document, and that, upon the basis of such request of the Company or the applicable Guarantor and the accompanying documents specified in this Section 12.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys whose withdrawal is then requested may be lawfully paid over under this Section 12.3; and (ii) that all of the Company's or the applicable Guarantor's right, title and interest in and to said repairs, rebuildings or replacements, or combination thereof, are then subject to the Lien of any of the Security Documents. Upon compliance with the foregoing provisions of this Section 12.3, the Trustee shall cause the Collateral Agent to pay on the written request of the Company an amount of Trust Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officers' Certificate required by clause (i) of paragraph (a) of this Section 12.3, or the Fair Market Value to the Company of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Independent Appraiser's or Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 12.3), whichever is less; provided, however, that notwithstanding the above, so long as no Default or Event of Default shall have occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of such sale does not exceed the lesser of $25,000 or 1% of the principal amount of the outstanding Securities, and, in the good faith estimate of the Company or the applicable Guarantor, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use of the applicable Collateral in any material respect, upon delivery to the Trustee and the Collateral Agent of an Officers' Certificate of the Company or the applicable Guarantor to such effect, the Trustee shall cause the Collateral Agent to release to the Company or the applicable Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company shall take all steps necessary to notify the condemning authority of such assignment.

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Collateral Agent conform in all material respects to the requirements of this Indenture Agreement and any other applicable Security Document, and that, upon the basis of such request of the Company or the applicable Guarantor and the accompanying documents specified in this Section 12.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys whose withdrawal is then requested may be lawfully paid over under this Section 12.3; and (ii) that all of the CompanyBorrower's or the applicable Guarantor's right, title and interest in and to said repairs, rebuildings or replacements, or combination thereof, are then subject to the Lien of any of the applicable Security Documents. Upon compliance with the foregoing provisions of this Section 12.34.3, the Trustee shall cause the Collateral Agent to shall pay on the written request of the Company Borrower an amount of Trust Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officers' Certificate required by clause (i) of paragraph (a) of this Section 12.3, or the Fair Market Value to the Company of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Independent Appraiser's or Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 12.3), whichever is less4.3; provided, however, that notwithstanding the above, so long as no Default or Event of Default shall have occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of such sale does not exceed the lesser of $25,000 or 11 % of the principal amount of the aggregate outstanding Securitiesbalance of the Term 1 Notes and the Term 2 Notes, and, in the good faith estimate of the Company Borrower or the applicable Guarantor, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use of the applicable Noteholder Collateral in any material respect, upon delivery to the Trustee and the Collateral Agent of an Officers' Certificate of the Company Borrower or the applicable Guarantor to such effect, the Trustee shall cause the Collateral Agent to shall release to the Company Borrower or the applicable Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company Borrower shall take all steps necessary to notify the condemning authority of such assignment.

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Collateral Agent Trustee conform in all material respects to the requirements of this Indenture and any other applicable or the Security DocumentAgreements, and that, upon the basis of such Company request of the Company or the applicable Guarantor and the accompanying documents specified in this Section 12.313.03, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys whose withdrawal is then requested may be lawfully paid over under this Section 12.3; and13.03; (ii) that the Company or the applicable Subsidiary Guarantor has acquired title to said repairs, rebuildings and replacements at least the equivalent to its title to the property destroyed, damaged or taken, and that the same and every part thereof are free and clear of all Liens prior to the Lien of this Indenture and the Security Agreements, except Permitted Liens to which the property so destroyed, damaged or taken shall have been subject at the time of such destruction, damage or taking; and (iii) that all the Company's or the applicable Subsidiary Guarantor's right, title and interest in and to said repairs, rebuildings rebuilding or replacements, or combination thereof, are then subject to the Lien of any of this Indenture and the Security DocumentsAgreements. Upon compliance with the foregoing provisions of this Section 12.3Section, the Trustee shall cause the Collateral Agent to pay on the written Company request of the Company an amount of Trust Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officers' Certificate required by clause paragraph (i) of paragraph 116 subsection (a) of this Section 12.313.03, or the Fair Market Value fair value to the Company or the applicable Subsidiary Guarantor of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Independent Appraiser's or Independent Financial Advisor's certificate, if required by paragraph subsection (b) of this Section 12.313.03), whichever which ever is less. Unless the Collateral Agent and Trustee shall otherwise agree, all insurance must name the Collateral Agent and Trustee as an insured, but without liability for premiums, calls or assessments, and all amounts of whatsoever nature payable under any insurance must be payable to the Collateral Agent and Trustee for distribution, first to itself and thereafter to the Relevant Subsidiary Guarantor, as Owner of such Vessel or others as their interests may appear. All amounts payable under any insurance with respect to the Vessel involving any damage to the Vessel not constituting an actual or constructive or an agreed or compromised total loss, the insurers may pay direct for the repair, salvage or other charges involved or, if the relevant Subsidiary Guarantor shall have first fully repaired the damage or paid all of the salvage or other charges, may pay the relevant Subsidiary Guarantor as reimbursement therefore; providedPROVIDED, howeverHOWEVER, that notwithstanding if such amounts (including any franchise or deductible) are in excess of One Million United States Dollars ($1,000,000), the above, so long as no Default or insurers shall make such payment to the Collateral Agent and Trustee. All payments of insurance shall be made to the Collateral Agent and the Trustee if an Event of Default shall have occurred and be continuing, in or any event which with the event that any insurance proceeds or award for such property or proceeds giving of such sale does not exceed the lesser of $25,000 or 1% of the principal amount of the outstanding Securities, and, in the good faith estimate of the Company notice or the applicable Guarantorlapse of time, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use both, would constitute an Event of the applicable Collateral in any material respect, upon delivery to the Trustee and the Collateral Agent of an Officers' Certificate of the Company or the applicable Guarantor to such effect, the Trustee shall cause the Collateral Agent to release to the Company or the applicable Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company shall take all steps necessary to notify the condemning authority of such assignmentDefault.

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Collateral Agent conform in all material respects to the requirements of this Indenture and any other applicable Security Document, and that, upon the basis of such request of the Company or the applicable Guarantor and the accompanying documents specified in this Section 12.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys whose withdrawal is then requested may be lawfully paid over under this Section 12.3; and (ii) that all of the Company's or the applicable Guarantor's right, title and interest in and to said repairs, rebuildings or replacements, or combination thereof, are then subject to the Lien of any of the applicable Security Documents. Upon compliance with the foregoing provisions of this Section 12.3, the Trustee shall cause the Collateral Agent to pay on the written request of the Company an amount of Trust Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officers' Certificate required by clause (i) of paragraph (a) of this Section 12.3, or the Fair Market Value to the Company of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Independent Appraiser's or Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 12.3), whichever is less; provided, however, that notwithstanding the above, so long as no Default or Event of Default shall have occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of such sale does not exceed the lesser of $25,000 or 1% of the principal amount of the outstanding SecuritiesNotes, and, in the good faith estimate of the Company or the applicable Guarantor, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use of the applicable Collateral in any material respect, upon delivery to the Trustee and the Collateral Agent of an Officers' Certificate of the Company or the applicable Guarantor to such effect, the Trustee shall cause the Collateral Agent to release to the Company or the applicable Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company shall take all steps necessary to notify the condemning authority of such assignment.. 102