Common use of Mortgage Clause in Contracts

Mortgage. (a) In consideration of the premises, as above recited and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for itself and the other Secured Parties), the whole of the Vessel, together with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions of this Mortgage PROVIDED only, and the conditions of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s Obligations, then this Mortgage and the rights under this Mortgage shall cease, determine and be void but otherwise shall remain in full force and effect.

Mortgage. (a) In consideration of the premises, as above recited premises and of other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), Secured Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the performance of and compliance with conditions of the Loan Agreement and the other Finance Documents (together with the IndebtednessLoan Documents, the “Shipowner’s Obligations”), the Shipowner Owner has granted, conveyed, conveyed and mortgaged, pledged, set over and confirmed and does by this Mortgage these presents grant, convey, convey and mortgage, pledge, set over to and confirm to in favor of the Mortgagee, its respective successors and assigns (in each case for itself and the other benefit of the Secured Parties), the whole of the VesselVessels, together with (i) all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, cables, tackle, apparel, furniturespare gear, fittings and fuel, consumable or other stores, equipment and all other appurtenances thereto appertaining or belongingbelonging to the Vessels, whether now owned or hereafter acquired, whether on board or not, and (ii) all additions, improvements and replacements hereafter made in or to the Vessel Vessels, or any part thereof, except such equipment and stores that, when placed aboard the Vessels, do not become the property of the Owner and leased equipment not belonging to the Owner, and (togetheriii) all logs, books and records pertaining to the “Mortgaged Property”); use and operation of the Vessels, TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assignsfor the benefit of the Secured Parties, to its and its successors’ and assigns’ own use and behoof on forever, upon the terms and subject to the conditions of set forth in this Mortgage PROVIDED onlyfor the enforcement of the payment of the Secured Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage, the Loan Agreement and the other Loan Documents; PROVIDED, HOWEVER, and the conditions of this Mortgage these presents are such that, if that the Mortgagee confirms to the Shipowner agrees that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s Obligations, then liens created by this Mortgage and the estate and rights under this Mortgage hereby granted shall cease, determine and terminate upon the Termination Date, and in such event, at the expense of the Owner, the Mortgagee agrees to execute all such documents as the Owner may reasonably request to discharge this Mortgage under the laws of the United States of America; otherwise to be void but otherwise shall and remain in full force and effect.

Mortgage. (a) In consideration of the premises, as above recited premises and of other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), and to secure the prompt payment when due of the Secured Indebtedness and the timely performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage Mortgage, the Loan Agreement, the Note and in the other Finance Documents (together with the IndebtednessLoan Documents, the “Shipowner’s Obligations”), the Shipowner Owner has granted, conveyed, conveyed and mortgaged, pledgedand does, set over and confirmed and does by this Mortgage these presents, grant, convey, convey and mortgage, pledge, set over to and confirm to in favor of the Mortgagee, its respective successors and assigns (in each case assigns, to and for itself the benefit of the Mortgagee and the other Secured Parties)its successors and assigns, the whole of the Vessel, together with (i) all of the her boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, cables, tackle, apparel, furniturespare gear, fittings and fuel (to the extent owned by the Owner), consumable or other stores, equipment and all other appurtenances thereto appertaining or belongingbelonging and appropriated to the exclusive use of the Vessel, whether now owned or hereafter acquired, whether on board or not, and (ii) all additions, improvements and replacements hereafter made in or to the Vessel, or any part thereof, or in or to the stores, equipment and appurtenances aforesaid except such equipment that, when placed aboard the Vessel, does not become the property of the Owner or leased equipment not belonging to the Owner, and (iii) all logs, books and records pertaining to the use, operation and employment of the Vessel (togetherexcluding, however, all readily removable equipment installed, placed or brought aboard the “Mortgaged Property”); TO HAVE AND TO HOLD Vessel by any charterer thereof and otherwise consented to by the same unto the Mortgagee, its successors and assigns, Mortgagee prior to its and its successors’ and assigns’ own use and behoof on installation or placement aboard the terms and subject to the conditions of this Mortgage PROVIDED only, and the conditions of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s Obligations, then this Mortgage and the rights under this Mortgage shall cease, determine and be void but otherwise shall remain in full force and effectVessel).

Mortgage. (a) In consideration of the premises, as above recited premises and of other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, and in order to secure the payment of the Senior Debt Secured Obligations arising in respect and to secure the full and punctual performance and observance of and under compliance with the Project Facilities Agreement covenants, terms and conditions contained in this Mortgage and the performance of and compliance with conditions of the other Loan Documents, the Owner has granted, conveyed and mortgaged, and by these presents does hereby grant, convey and mortgage, to and in favor of the Mortgagee the whole of the Vessel, together with (i) all of its boilers, engines, machinery, masts, rigging, boats, anchors, chains, cables, tackle, apparel, spare gear, fuel, consumable or other stores, equipment and all other appurtenances thereto appertaining or belonging and appropriated to the exclusive use of the Vessel, whether now owned or hereafter acquired, whether on board or not, (ii) all additions, improvements and replacements hereafter made in or to the Vessel, or any part thereof, or in or to the stores, equipment and appurtenances aforesaid except such equipment and stores that, when placed aboard the Vessel, do not become the property of the Owner and leased equipment not belonging to the Owner, (iii) all Earnings, and (iv) all logs, books and records pertaining to the use, operation and employment of the Vessel; TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and permitted assigns, forever, upon the terms set forth in this Mortgage for the enforcement of the payment of the Note, the Put Payment and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Secured Obligations and other sums, the “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the IndebtednessLoan Documents; PROVIDED, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for itself and the other Secured Parties), the whole of the Vessel, together with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions of this Mortgage PROVIDED onlyHOWEVER, and the conditions of this Mortgage these presents are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paidOwner, or have caused its successors or assigns, shall pay or cause to be paid, in full the Indebtedness paid to the Mortgagee on or prior to its successors and assigns, the Final Discharge DateNote, the Put Payment and the other Secured Obligations as and when the same shall have performed, observed become due and complied with all payable (other than indemnification obligations and other similar contingent obligations that survive the termination of the other Shipowner’s Obligations, then Note and that are not yet due and payable at such time) in accordance with the terms of this Mortgage and the other Loan Documents (or any other agreement entered into pursuant to the terms thereof or hereof) and shall perform, observe and comply with each and all of the covenants, terms and conditions contained in this Mortgage and the other Loan Documents, expressed or implied, to be performed, observed or complied with by and on the part of the Owner or its successors or assigns, all without delay and according to the true intent and meaning hereof and thereof, then, these presents and the rights of the Mortgagee under this Mortgage shall ceasecease and terminate and the security interest created hereby shall be released and, determine in such event, at the expense of the Owner, the Mortgagee agrees to execute and deliver to the Owner and record, if appropriate, (at the Owner’s sole cost and expense) all such documents and instruments as the Owner may reasonably request to release and discharge this Mortgage as satisfied under the laws of the Republic of Panama or to acknowledge or evidence the same; otherwise this Mortgage shall be void but otherwise shall and remain in full force and effect; PROVIDED FURTHER, HOWEVER, that payment of the Put Payment as a condition to the release of this Mortgage shall only be required if a notice of the exercise of the Mortgagee’s right to receive the Put Payment has been issued by the Mortgagee under Section 3.1 of the Purchase Agreement. It is declared and hereby agreed that the security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment of the Note, the Put Payment and the Secured Obligations.

Mortgage. A Deed of Trust and Security Agreement executed by Borrower (ahereinafter the "Mortgage") In consideration securing to Lender the repayment of the premises, as above recited Notes and other good and valuable consideration, granting Lender (1) a first priority lien on the receipt of which is hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for itself and the other Secured Parties), the whole of the VesselProperty, together with all appurtenances thereto, (2) a first priority security interest in all of Borrower's right, title, and interest in and to (i) all supplies and building materials delivered to the site during completion of the boilersProject, engines, (ii) all machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparelequipment, furniture, fittings fixtures and equipment furnishings owned by Borrower and all other appurtenances thereto appertaining located at the Property during construction of the Project or belongingthereafter, whether now owned or hereafter acquired, whether on board or not(iii) all of Borrower's attachments, accessories, parts and special tools used in connection with the Improvements, (iv) all contract rights, accounts, instruments, documents, chattel paper, and all additions, improvements and replacements general intangibles now owned or hereafter made in or acquired by Borrower relating to the Vessel Property, (togetherv) any other form of tangible personal property now owned or hereafter acquired by Borrower relating to the Property, and (vi) all of the “Mortgaged Property”proceeds therefrom (the "Collateral"); TO HAVE AND TO HOLD . The priority of the same unto lien of the Mortgagee, its successors Mortgage as a good and assigns, to its and its successors’ and assigns’ own use and behoof valid first lien on the terms and Property shall be evidenced by a mortgagee title insurance policy (ALTA-B) issued by a title company acceptable to Lender. The policy shall be subject to no exception other than the conditions of this Mortgage PROVIDED onlycurrent year's taxes and such other exceptions as Lender shall agree to in writing, and the conditions of this Mortgage are such thatspecifically containing no exception for unfiled mechanics', if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paidmaterialmen's, or have caused laborers liens, matters which would be disclosed by an accurate survey, exception for parties in possession, or other exceptions not acceptable to be paid, in full counsel for the Indebtedness to Lender. The policy shall show no delinquent taxes or assessments affecting the Mortgagee on Property or prior to the Final Discharge Dateany part thereof, and shall have performedspecifically insure pedestrian and vehicular avenues of ingress and egress to and from the Property and public rights-of-way satisfactory to Lender and its counsel. Such policy shall include such endorsements as Lender deems necessary and customary for this type of loan and Project, observed including, but not limited to, comprehensive, contiguity and complied with all access endorsements. The title policy shall be in the face amount of the other Shipowner’s Obligations, then this Mortgage and Loan plus $250,000.00. The above-mentioned security interest in the rights under this Mortgage Collateral shall cease, determine and be void but otherwise shall remain in full force and effectperfected to our counsel's satisfaction by the signing of all financing statements deemed reasonably necessary by our counsel.

Mortgage. (a) In consideration of Lessor and Lessee intend that the premisesLessee shall treat this Lease, for accounting purposes, as above recited an operating lease and other good and valuable considerationas a financing for tax purposes. If, however, a court of competent jurisdiction determines that the receipt of which is hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement transaction represented by this Lease and the other Finance Operative Documents according will be treated as a financing transaction, then in such event it is the intention of the parties hereto (i) that this Lease be treated as a mortgage and security agreement or other similar instrument (the "CONSTRUCTIVE MORTGAGE") from Lessee, as grantor, to Lessor, as grantee ("MORTGAGEE") for the benefit of Lessor and the Holders, encumbering the Property and securing the B-Notes and Lessor Investment in the aggregate and that the Lessee, as grantor, hereby (A) grants, bargains and sells to the terms thereof, including any obligation Mortgagee for the payment benefit of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations Lessor and other sumsthe Holders, the “Indebtedness”)Premises, and the Constructive Mortgage shall constitute a first and paramount Lien on the Premises, and (B) grants a security interest to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and Lessor in the other Finance Documents Premises for the benefit of the Holders, (together with ii) that Lessor for the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for benefit of itself and the other Secured Parties), the whole of the VesselHolders shall have, together with as a result of such determination, all of the boilersrights, enginespowers and remedies of a mortgagee and/or secured party available under Applicable Law to take possession of and sell (whether by foreclosure, machinerypower of sale or otherwise) the Premises, masts(iii) that the effective date of the Constructive Mortgage shall be the effective date of this Lease, spares(iv) that the recording of an instrument referencing this provision shall be deemed to be the recording of the Constructive Mortgage, sails(v) that the obligations secured by the Constructive Mortgage shall be the secured obligations; provided, rigginghowever, boats, anchors, chains, tackle, apparel, furniture, fittings that the maximum amount secured by such Constructive Mortgage shall be equal to the principal amount of the B-Notes issued with respect to the Property plus accrued and equipment unpaid interest and any costs and expenses reimbursable by Lessee pursuant hereto; and (vi) Lessee shall pay any and all other appurtenances thereto appertaining recordation or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions of this Mortgage PROVIDED only, and the conditions of this Mortgage are such thatsimilar taxes due, if any, at the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s Obligations, then this Mortgage and the rights under this time a Construction Mortgage shall cease, determine and be void but otherwise shall remain in full force and effectdetermined to exist.

Mortgage. (a) In consideration connection with the Premises or the aforesaid improvements thereon, including without limitation any and all air conditioners, antennae, appliances, apparatus, awnings, basins, bathtubs, boilers, bookcases, cabinets, carpets, coolers, curtains, dehumidifiers, disposals, doors, drapes, dryers, ducts, dynamos, elevators, engines, equipment, escalators, fans, fittings, floor coverings, furnaces, furnishings, furniture, hardware, heaters, humidifiers, incinerators, lighting, machinery, motors, ovens, pipes, plumbing, pumps, radiators, ranges, recreational facilities, refrigerators, screens, security systems, shades, shelving, sinks, sprinklers, stokers, stoves, toilets, ventilators, wall coverings, washers, windows, window coverings, wiring, and all renewals or replacements thereof or articles in substitution therefore, whether or not the same be attached to such improvements, it being intended, agreed, and declared that all such property owned by Mortgagor and placed by it on the Premises or used in connection with the operation or maintenance thereof shall, so far as permitted by law, be deemed for the purpose of this Mortgage to be part of the premisesreal estate constituting and located on the Premises and covered by this Mortgage, and as to any of the aforesaid property that is not part of such real estate or does not constitute a “fixture,” as such term is defined in the Uniform Commercial Code of the state in which the Premises are located, this Mortgage shall be deemed to be, as above recited and other good and valuable considerationwell, a security agreement under such Uniform Commercial Code for the receipt purpose of creating hereby a security interest in such property, which is Mortgagor hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according grants to the terms thereof, including any obligation for the payment of all Lender as “secured party,” as such other sums as hereafter may become secured by this Mortgage term is defined in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), Code. To have and to secure hold the performance same unto Lender and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case forever, for itself the purposes and uses herein set forth. Provided, however, that if and when the other Secured Parties), Mortgagor has paid the whole principal amount of the VesselNote and all interest as provided thereunder, together with has paid any and all other amounts evidenced by or required under the Loan Documents, and has performed all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made agreements contained in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions of this Mortgage PROVIDED only, and the conditions of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s ObligationsLoan Documents, then this Mortgage and shall be released at the rights under this Mortgage shall ceasecost of the Mortgagor, determine and be void but otherwise shall remain in full force and effecteffect and provided further that the aggregate principal indebtedness secured hereby shall in no event exceed $30,000,000.00.

Mortgage. (a) 3.01 In consideration of the premises, as above recited and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of Obligations the Senior Debt Obligations arising in respect of Owner has granted, conveyed and under mortgaged and does by these presents grant, convey and mortgage unto the Project Facilities Agreement Mortgagee, its successors and the other Finance Documents according to the terms thereofassigns, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations provisions of Chapter V, Title IV of Book Second of the Code of Commerce and pertinent provisions of the Civil Code and other sums, legislation of the “Indebtedness”), and to secure the performance and observance Republic of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for itself and the other Secured Parties)Panama, the whole of the Vessel, together with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (togetherRig, the “Mortgaged Property”)detailed description of which is as follows: the Panama flag jackup offshore drilling vessel XXXXXXXX XXXX; xxxxx tonnage approximately 6,157; net tonnage approximately 1,847; length overall 74.09 meters, breadth 61.11 meters; depth 7.92 meters; built in 1979 by Marathon XxXxxxxxxx in Brownsville, Texas; Provisional Patent of Navigation Number 27265-PEXT-3; radio call letters HP-9319; TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assignsassigns forever, upon the terms herein set forth, to its secure the payment and its successors’ performance of the Obligations, including the Unpaid Drawings and assigns’ own use interest thereon and behoof on such additional sums as the Owner may be obligated to pay under the agreements, covenants, terms and subject to the conditions of contained in this Mortgage PROVIDED onlyMortgage, and to secure the conditions performance and observance of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied compliance with all of the other Shipowner’s Obligationsagreements, then covenants, terms and conditions contained in the Credit Agreement, this Mortgage and the rights under other Credit Documents (or any of them). PROVIDED ONLY and the condition of these presents is such that if the Owner or its successors and assigns shall pay or cause to be paid to the Secured Creditors or their respective successors and assigns the Obligations as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, this Mortgage and the other Credit Documents and shall observe and comply with the covenants, terms and conditions contained in the Credit Agreement, this Mortgage and the other Credit Documents (or any of them), expressed or implied to be performed, observed or complied with by and on the part of the Owner or its successors and assigns, then these presents and the rights hereunder shall cease, determine and be void but and, in such event, the Mortgagee agrees to furnish, execute and record, at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage, otherwise shall to be and remain in full force and effect. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect.

Mortgage. This MORTGAGE (ahereinafter referred to as "Mortgage") In entered into as of the 22nd day of May, 1997 by TSI Redfield Laboratories, Inc. (hereinafter referred to as "MORTGAGOR," whether one or more), having its, his or their address for notice hereunder at 000 Xxxx Xxxxx Xxxxxx, Redfield, Arkansas 72132 in favor of Jefferson County, Arkansas,(hereinafter referred to as "MORTGAGEE"), whose principal office of business is located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. That Mortgagor, in consideration of the premisesindebtedness secured hereby and the discharge of all obligations set forth herein, as above recited and for the sum of $10.00, and other good and valuable considerationconsiderations, in hand paid, the receipt of which is Mortgagor does hereby acknowledged, and in order to secure the payment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by this Mortgage grant, conveybargain, mortgagesell, pledge, set over convey and confirm mortgage to the Mortgagee, its respective successors and assigns forever the following described real property (hereinafter called "Mortgaged Property") located in each case for itself and the other Secured Parties)Jefferson County, the whole of the Vessel, together with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or notArkansas, and all additionspersonal property attached thereto that provides heat, improvements light, water, gas, power, air conditioning, floor coverings, and replacements hereafter made in appliances, used or to be used in connection with the Vessel (together, operation of the “improvements located on the Mortgaged Property”); , to wit: See Exhibit "A" attached hereto. TO HAVE AND TO HOLD the same mortgaged property unto the MortgageeMortgagee and its successors and assigns forever, and Mortgagor does hereby bind itself, its successors and assignsassigns to warrant and forever defend the title to the mortgaged property unto Mortgagee against every person whomsoever lawfully claiming or to claim the same or any part thereof, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions Permitted Encumbrances described on Exhibit "B" hereto, which include, without limitation, the Mortgage granted to Xxxxxxx First National Bank of this Pine Bluff and any renewal, modification, extension or refinancing thereof (the "Prior Mortgage"). The foregoing conveyance is given as a Mortgage PROVIDED onlyfor the purpose of securing the principal indebtedness of Mortgagor under a certain Promissory Note of even date herewith in the sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), and the conditions of Mortgagor is justly indebted to the Mortgagee for advances made or to be made hereafter by Mortgagee to Mortgagor aggregating the principal sum aforesaid. All sums secured by this Mortgage are such thatto be used for the construction of improvements upon the Mortgaged Property, if it being mandatory upon the Mortgagee confirms to make such advances. In the Shipowner that the Shipowner indefeasibly shall have paidabsence of Mortgagor's default hereunder, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior is unconditionally obligated to the Final Discharge Date, and shall have performed, observed and complied with all make advances of the other Shipowner’s Obligationsloan for the purposes set forth herein. Provided, then however, this Mortgage mortgage is made, executed and delivered upon the rights under this Mortgage shall ceasefollowing additional conditions, determine and be void but otherwise shall remain in full force and effect.to wit:

Mortgage. (a) In consideration of the premises, as above recited agreement of the Mortgagee to make available the Loan to the Borrowers and other good in further consideration of the agreement of the Mortgagee to maintain the Loan available to the Borrowers throughout the Security Period pursuant and valuable consideration, subject to the receipt terms and conditions of which is hereby acknowledged, the Loan Agreement and in order to secure the prompt, full and complete payment to the Mortgagee of the Secured Indebtedness by the Borrowers and to secure the performance and observance of and compliance with all the covenants terms and conditions in this Mortgage and in the Loan Agreement by the Owner, the Owner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by these presents grant, convey, mortgage, pledge, set over and confirm unto the Mortgagee, its successors and assigns, the whole of the Vessel, together with any interest therein and her engines, machinery, boats, tackle, outfit derricks, tools, drillers, cranes, rigging, anchors, drill stem, drilling equipment, pumps and pumping equipment, boat, blow-out preventers, mud systems, tubing casing spare gear, fuel, consumable or other stores, belonging and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements. TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, forever, upon the terms herein set forth, for the enforcement of the payment of the Senior Debt Obligations arising in respect of and Secured Indebtedness by the Borrowers to the Mortgagee under the Project Facilities Loan Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together Loan Agreement contained and supplemental thereto, express or implied. PROVIDED ONLY, and the condition of these presents is such, that if the Owner, its successors or assigns shall pay or cause to be paid to the Mortgagee the Secured Indebtedness under the Loan Agreement as and when the same shall become due and payable in accordance with the Indebtednessterms of this Mortgage, the “Shipowner’s Obligations”), Loan Agreement and all other such sums as may hereafter become owing and payable to the Shipowner has granted, conveyed, mortgaged, pledged, set over Mortgagee or its successors or assigns and confirmed and does secured by this Mortgage grant, convey, mortgage, pledge, set over and confirm to the Mortgagee, its respective successors and assigns (in each case for itself and the other Secured Parties), the whole of the Vessel, together accordance with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, to its and its successors’ and assigns’ own use and behoof on the terms and subject to the conditions of this Mortgage PROVIDED only, and the conditions of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Datehereof, and shall have perform, observe and comply with the covenants, terms and conditions in this Mortgage, the Loan Agreement contained, expressed or implied to be performed, observed and or complied with all by and on the part of the other Shipowner’s ObligationsOwner, then this Mortgage these presents and the rights under this Mortgage hereunder shall cease, determine and be void but void; otherwise shall to be and remain in full force and effect.