Immediately following Delivery on the Delivery Date. Immediately following the delivery of the Ship by the Builder to the Borrower on the Delivery Date, the Agent shall receive: (a) a duly executed original of the Mortgage; (b) an opinion from legal counsel acceptable to the Secured Parties as to the law of the Maritime Registry in form and substance satisfactory to the Agent and the Secured Parties confirming: (i) the valid registration of the Ship in the Maritime Registry; and (ii) the Mortgage over the Ship is a first priority security and has been validly registered in the Maritime Registry; (c) an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and any other relevant Security Document entered into at delivery; (d) an opinion from legal counsel acceptable to the Secured Parties as to the laws of Bermuda in form and substance satisfactory to the Agent and the Secured Parties, together with the company documentation of the Bermudian Transaction Obligors including, but without limitation, the Constitutional Documents and a certificate of a competent officer or manager of each of the Bermudian Transaction Obligors entering into the documents set out in sub-paragraph (i) below containing specimen signatures of the persons authorised to sign the relevant documents on behalf of each of the Bermudian Transaction Obligors (as applicable), confirming that, without limitation: (i) the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the Bareboat Charter (if applicable) fall within the scope of the Borrower's company purpose as defined by its Constitutional Documents and are binding on it; and (ii) the relevant Bermudian Transaction Obligors’ representatives are fully empowered to sign, as applicable, the Protocol of Delivery and Acceptance, the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the Bareboat Charter (if applicable) and any related security pursuant to paragraph (b) of Clause 23.1 (Pooling of earnings and charters); and (iii) that the Bermudian Transaction Obligors have been duly formed and are validly existing as companies under the laws of Bermuda and containing such qualifications and assumptions as are standard for opinions of this type; (e) the final report from BankServe Insurance Services (or a similar provider) as to their insurance review of the Ship; and (f) the documents listed in Schedule 7 (Documents to be produced by the Builder to the Agent on Delivery).
Appears in 3 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Immediately following Delivery on the Delivery Date. Immediately following the delivery of the Ship by the Builder to the Borrower on the Delivery Date, the Agent shall receive:
(a) a duly executed original of the Mortgage;
(b) an opinion from legal counsel acceptable to the Secured Parties as to the law of the Maritime Registry in form and substance satisfactory to the Agent and the Secured Parties confirming:
(i) the valid registration of the Ship in the Maritime Registry; and
(ii) the Mortgage over the Ship is a first priority security and has been validly registered in the Maritime Registry;
(c) an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and any other relevant Security Document entered into at delivery;
(d) an opinion from legal counsel acceptable to the Secured Parties as to the laws of Bermuda in form and substance satisfactory to the Agent and the Secured Parties, together with the company documentation of the Bermudian Transaction Obligors including, but without limitation, the Constitutional Documents and a certificate of a competent officer or manager of each of the Bermudian Transaction Obligors entering into the documents set out in sub-paragraph (i) below containing specimen signatures of the persons authorised to sign the relevant documents on behalf of each of the Bermudian Transaction Obligors (as applicable), confirming that, without limitation:
(i) the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the Bareboat Charter (if applicable) fall within the scope of the Borrower's company purpose as defined by its Constitutional Documents and are binding on it; and
(ii) the relevant Bermudian Transaction Obligors’ ' representatives are fully empowered to sign, as applicable, the Protocol of Delivery and Acceptance, the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the Bareboat Charter (if applicable) and any related security pursuant to paragraph (b) of Clause 23.1 (Pooling of earnings and charters); and
(iii) that the Bermudian Transaction Obligors have been duly formed and are validly existing as companies under the laws of Bermuda and containing such qualifications and assumptions as are standard for opinions of this type;
(e) the final report from BankServe Insurance Services (or a similar provider) as to their insurance review of the Ship; and
(f) the documents listed in Schedule 7 (Documents to be produced by the Builder to the Agent on Delivery).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)