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 Trustee conform to the requirements of this Indenture or the Security Agreements, and that, upon the basis of such Company request and the accompanying documents specified in this Section 13.03, 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 13.03; (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, rebuilding or replacements, or combination thereof, are then subject to the Lien of this Indenture and the Security Agreements. Upon compliance with the foregoing provisions of this Section, the Trustee shall pay on Company request 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 paragraph (i) of 116 subsection (a) of this Section 13.03, or the fair value to the Company or the applicable Subsidiary Guarantor of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Appraiser's certificate, if required by subsection (b) of this Section 13.03), 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; PROVIDED, HOWEVER, that if such amounts (including any franchise or deductible) are in excess of One Million United States Dollars ($1,000,000), the 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 or any event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default.

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Trustee Collateral Agent conform in all material respects to the requirements of this Indenture or the and any other applicable Security AgreementsDocument, and that, upon the basis of such request of the Company request or the applicable Guarantor and the accompanying documents specified in this Section 13.0312.3, 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 13.03;12.3; and (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 all 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, rebuilding rebuildings or replacements, or combination thereof, are then subject to the Lien of this Indenture and any of the Security AgreementsDocuments. Upon compliance with the foregoing provisions of this SectionSection 12.3, the Trustee shall cause the Collateral Agent to pay on the written request of the Company request 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 paragraph clause (i) of 116 subsection paragraph (a) of this Section 13.0312.3, or the fair value Fair Market 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 subsection paragraph (b) of this Section 13.0312.3), which ever whichever is less. Unless the Collateral Agent and Trustee shall otherwise agree; provided, 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; PROVIDED, HOWEVERhowever, that if such amounts (including any franchise notwithstanding the above, so long as no Default or deductible) are in excess of One Million United States Dollars ($1,000,000), the 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 the event that any insurance proceeds or any event which with award for such property or proceeds of such sale does not exceed the giving lesser of notice $25,000 or 1% of the principal amount of the outstanding Securities, and, in the good faith estimate of the Company or the lapse 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 timethe applicable Collateral in any material respect, upon delivery to the Trustee and the Collateral Agent of an Officers' Certificate of the Company or boththe applicable Guarantor to such effect, would constitute an Event 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 Defaultsuch 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 Trustee conform to the requirements of this Indenture or and the Security Agreementsother Collateral Documents, and that, upon the basis of such Company request Order and the accompanying documents specified in this Section 13.0311.02, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys Monies whose withdrawal is then requested may be lawfully paid over under this Section 13.0311.02; (ii) that the Company or the applicable Subsidiary Guarantor has acquired title to said relevant Collateral Documents create a valid, binding and enforceable Lien on and security interest in such repairs, rebuildings and replacements at least in favor of the equivalent to its title Trustee in favor of the Holders and, to the extent that a security interest in any such property destroyedmay be perfected under the relevant Uniform Commercial Code, 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 a perfected security interest in such destruction, damage or takingproperty; and (iii) that all the Company's or the applicable such Subsidiary Guarantor's right, title and interest in and to said repairs, rebuilding or replacements, or combination thereof, thereof are then subject to the Lien of this Indenture and the Security Agreementsrelevant Collateral Documents. Upon compliance with the foregoing provisions of this SectionSection 11.02 and Section 11.01, the Trustee shall shall, upon receipt of a Company Order, pay on Company request an amount of Trust Moneys Monies of the character aforesaid equal to the amount of the expenditures or costs stated in the Officers' Certificate required by paragraph clause (i) of 116 subsection paragraph (a) of this Section 13.0311.02, or the 100 fair market value to the Company or the applicable Subsidiary Guarantor of such repairs, rebuildings and replacements stated in such Officers' Certificate (and or in such an Independent Appraiser's or Independent Financial Advisor's certificate, if required by subsection (b) of this Section 13.03the TIA), which ever whichever is less. Unless the Collateral Agent and Trustee shall otherwise agree; provided, 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; PROVIDED, HOWEVERhowever, that if such amounts (including any franchise notwithstanding the above, so long as no Default or deductible) are in excess of One Million United States Dollars ($1,000,000), the 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 the event that any Net Insurance Proceeds or Net Awards for such property or proceeds of such sale do not exceed $25,000 and, in the good faith estimate of the Company, such destruction or damage resulting in such Net Insurance Proceeds or such taking or sale resulting in such Net Awards does not detrimentally affect the value or use of the applicable Collateral in any event which material respect, upon delivery to the Trustee of an Officers' Certificate to such effect and compliance with Section 10.01, the giving of notice Trustee shall release to the Company or the lapse applicable Subsidiary Guarantor such Net Insurance Proceeds or Net Awards for such property or proceeds of timesuch sale, or both, would constitute an Event free of Defaultthe Lien hereof and of the Collateral Documents.

An Opinion of Counsel substantially stating. (i) that the instruments that have been or are therewith delivered to the Trustee Collateral Agent conform in all material respects to the requirements of this Indenture or the Agreement and any other applicable Security Agreements, and that, upon the basis of such Company request and the accompanying documents specified in this Section 13.03, 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 13.03;Document; and (ii) that all of 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 CompanyBorrower's or the applicable Subsidiary Guarantor's right, title and interest in and to said repairs, rebuilding rebuildings or replacements, or combination thereof, are then subject to the Lien of this Indenture and the applicable Security AgreementsDocuments. Upon compliance with the foregoing provisions of this SectionSection 4.3, the Trustee Collateral Agent shall pay on Company the written request of the 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 paragraph clause (i) of 116 subsection paragraph (a) of this Section 13.034.3; provided, or the fair value to the Company or the applicable Subsidiary Guarantor of such repairs, rebuildings and replacements stated in such Officers' Certificate (and in such Appraiser's certificate, if required by subsection (b) of this Section 13.03), 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; PROVIDED, HOWEVERhowever, that if such amounts (including any franchise notwithstanding the above, so long as no Default or deductible) are in excess of One Million United States Dollars ($1,000,000), the 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 the event that any insurance proceeds or any event which with award for such property or proceeds of such sale does not exceed the giving lesser of notice $25,000 or 1 % of the principal amount of the aggregate outstanding balance of the Term 1 Notes and the Term 2 Notes, and, in the good faith estimate of the Borrower or the lapse 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 timethe applicable Noteholder Collateral in any material respect, upon delivery to the Collateral Agent of an Officers' Certificate of the Borrower or boththe applicable Guarantor to such effect, would constitute an Event the Collateral Agent shall release to the Borrower or the applicable Guarantor such insurance proceeds or award for such property or proceeds of Defaultsuch sale, free of the Lien hereof and of the applicable Security Documents; the Borrower shall take all steps necessary to notify the condemning authority of such assignment.