Common use of At Delivery Clause in Contracts

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 (j), (k) and (l) and the documents mentioned in Clause 3.9 (m) will be received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with Clause 12.4(c). (c) duly executed originals of the General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any); (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement and any time charterparty in respect of the Ship; (f) a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme; (g) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.9 and to which the Borrower is a party and a specimen of his or their signature(s); (h) a confirmation from EC3 Services Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the External Management Agreement Assignment (if any), the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security Deed. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s 's wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 paragraphs (jb) to (d) of Clause 4.15 (Immediately following Delivery on the Delivery Date), (k) and (l) in draft form immediately prior to the delivery of the Ship, and the documents mentioned in paragraph (e) of Clause 3.9 4.15 (mImmediately following Delivery on the Delivery Date) will be issued to and received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with paragraph (c) of Clause 12.4(c18.32 (Representations on the Delivery Date).; (c) duly executed originals of the General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, 's Undertaking and the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement the General Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any)Assignment; (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement Agreement, the Bareboat Charter and any related security pursuant to paragraph (b) of Clause 23.1 (Pooling of earnings and charters) (if applicable) and any time charterparty in respect of the Ship; (fe) copies of the Inventory of Hazardous Materials, a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ ' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programmeprogramme along with any other documents required under the ISM Code and the ISPS Code; (gf) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower Authorised Signatory signed the documents referred to in this Clause 3.9 4.14 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s);; and (hg) a confirmation from EC3 Services Limited Hxxxxxxxx Txxxxx LLP, currently of 107 Cheapside, London, EC2V 6DN, UK (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Transaction Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the External Management Agreement Assignment (if any), and the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security DeedAssignment. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 (j3.9(j), (k) and (l1) and the documents mentioned in Clause 3.9 (m3.9(m) will be received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with Clause 12.4(c). (c) duly executed originals of the General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any); (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement and any time charterparty charter party in respect of the Ship; (f) a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme; (g) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.9 3.8 and to which the Borrower is a party and a specimen of his or their signature(s); (h) a confirmation from EC3 Services Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the External Management Agreement Assignment (if any), the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e3.2 (e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security Deed. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 (j3.9(j), (k) and (l) and the documents mentioned in Clause 3.9 (m3.9(m) will be received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with Clause 12.4(c). (c) duly executed originals of the General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any); (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement and any time charterparty in respect of the Ship; (f) a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme; (g) a A Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.9 3.8 and to which the Borrower is a party and a specimen of his or their signature(s); (h) a confirmation from EC3 Services Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the External Management Agreement Assignment (if any), the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security Deed. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s 's wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 (j3.11(b), (kc) and (ld) and the documents mentioned in Clause 3.9 (m3.11(e) will be received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with Clause 12.4(c11.3(c). (c) duly executed originals of the Tripartite General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, 's Undertaking and the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement the Tripartite General Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any)Assignment; (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement Agreement, the Seven Seas Charter and any time charterparty in respect of the Ship; (f) a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ ' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programmeprogramme along with any other documents required under the ISM Code and the ISPS Code and notified to the Borrower in accordance with Clause 3.5(b) above; (g) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.9 3.10 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s); (h) a confirmation from EC3 Services Limited (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Tripartite General Assignment, the External Management Agreement Assignment (if any), and the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security DeedAssignment. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 (j3.11(b), (kc) and (ld) and the documents mentioned in Clause 3.9 (m3.11(e) will be received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with Clause 12.4(c11.3(c). (c) duly executed originals of the Tripartite General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, Undertaking and the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement the Tripartite General Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any)Assignment; (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement Agreement, the Seven Seas Charter and any time charterparty in respect of the Ship; (f) a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programmeprogramme along with any other documents required under the ISM Code and the ISPS Code and notified to the Borrower in accordance with Clause 3.5(b) above; (g) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.9 3.10 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s); (h) a confirmation from EC3 Services Limited (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Tripartite General Assignment, the External Management Agreement Assignment (if any), and the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security DeedAssignment. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.

At Delivery. Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Agent shall have received: (a) evidence that immediately following delivery: (i) the Ship will be registered in the name of the Borrower in the Maritime Registry; (ii) title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew’s 's wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and (iv) the opinions mentioned in Clauses 3.9 paragraphs (jb) to (d) of Clause 4.15 (Immediately following Delivery on the Delivery Date), (k) and (l) in draft form immediately prior to the delivery of the Ship, and the documents mentioned in paragraph (e) of Clause 3.9 4.15 (mImmediately following Delivery on the Delivery Date) will be issued to and received by the Agent; (b) a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with paragraph (c) of Clause 12.4(c18.32 (Representations on the Delivery Date).; (c) duly executed originals of the General Assignment, any External Management Agreement Assignment, any Approved Manager’s Undertaking, 's Undertaking and the Post-Delivery Assignment and any Time Charter Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to any External Management Agreement the General Assignment and the Post-Delivery Assignment and the Time Charter Assignment (if any)Assignment; (d) a duly executed original of the Limited Liability Company Interests Security Deed (and of each document required to be delivered under the Limited Liability Company Interests Security Deed); (e) a Certified Copy of any executed External Management Agreement Agreement, the Bareboat Charter and any related security pursuant to paragraph (b) of Clause 23.1 (Pooling of earnings and charters) (if applicable) and any time charterparty in respect of the Ship; (fe) copies of the Inventory of Hazardous Materials, a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States’ ' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programmeprogramme along with any other documents required under the ISM Code and the ISPS Code; (gf) a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower Authorised Signatory signed the documents referred to in this Clause 3.9 4.14 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s);; and (hg) a confirmation from EC3 Services Limited Xxxxxxxxx Xxxxxx LLP, currently of 107 Cheapside, London, EC2V 6DN, UK (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Transaction Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the External Management Agreement Assignment (if any), and the Post-Delivery Assignment and the Time Charter Assignment (if any). Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive: (i) a duly executed original of the Mortgage; (j) an opinion from legal counsel to the Agent as to Panamanian law, together with the corporate documentation of Oceania Cruises supporting the opinion and a certificate of a competent officer of Oceania Cruises containing specimen signatures of the persons authorised to sign the Limited Liability Company Interests Security Deed on behalf of Oceania Cruises confirming that: (i) the Lenders may continue to rely on the legal opinion given pursuant to Clause 3.2(e) in so far as it relates to Oceania Cruises; (ii) the Limited Liability Company Interests Security Deed falls within the scope of Oceania Cruises’ corporate purpose as defined by its Articles of Incorporation and By-laws; and (iii) the representative of Oceania Cruises was at the date of the Limited Liability Company Interests Security Deed fully empowered to sign the Limited Liability Company Interests Security DeedAssignment. (k) an opinion from legal counsel to the Agent as to the law of the Maritime Registry confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship has been validly registered in the Maritime Registry; (l) an opinion from legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, any External Management Agreement Assignment, the Post-Delivery Assignment and any Time Charter Assignment are legally valid and binding obligations enforceable by the relevant Creditor Parties in the English courts; (m) the documents listed in Schedule 3.