The Mortgage. In consideration of the premises and of other good and valuable consideration, the receipt and adequacy whereof is hereby acknowledged THE SHIPOWNER as REGISTERED AND BENEFICIAL OWNER DOES HEREBY MORTGAGE AND CHARGE to and in favor of the Mortgagee, as Collateral Trustee for the account of the holders of the Notes, all its interest, present and future, in the Vessel, BY WAY OF SECURITY for the repayment to the Mortgagee of any and all monies payable by the Shipowner under the Indenture and/or the Notes and/or the Guarantee and any all other monies including interest, premium (if any), commissions, expenses, taxes, indemnities and other charges due to the Mortgagee under the terms of the Indenture and/or the Notes and/or the Guarantee and/or hereof and under any eventual subsequent amendment of the terms of the Indenture and/or the Notes and/or the Guarantee and/or this Mortgage (including by way of indication the variation of the manner of computation or the time of payment of interest and the variation of the time of repayment of principal) or any claim of the Mortgagee against the Shipowner and/or the officers, representatives, employees and servants thereof out of tort and/or unjust enrichment and/or payment of monies not due relating to the Note Issue and/or the execution of the Indenture and/or the Guarantee and/or the Notes and/or this Mortgage, same constituting additional indebtedness secured by this Mortgage (all such monies being hereinafter collectively referred to as the “Indebtedness”) and the performance of and compliance with all the covenants, terms, conditions and obligations on the part of the Shipowner contained in this Mortgage and in the Indenture and the Guarantee.
The Mortgage. In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling, in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.
The Mortgage. The Mortgage has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by certain laws and judicial decisions of the United States of America and the State of Missouri (where the property covered thereby is located) affecting the remedies for the enforcement of the security provided for therein, which laws do not make inadequate the remedies necessary for the realization of the benefits of such security, and by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity; and the Mortgage has been duly qualified under the 1939 Act and the Trustee has filed a Form T-1 as an exhibit to the Registration Statement.
The Mortgage. This Note, and all sums due or agreed to be paid _____________ hereunder are secured by, inter alia, a certain Amended and Restated Substitute Mortgage, Assignment of Leases axx Xxxxs and Security Agreement No. 1 of even date herewith granted by Maker for the benefit of the named Holder hereof (the "MORTGAGE"), encumbering certain property as more particularly described in such Mortgage. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Mortgage.
The Mortgage. Terms not defined herein shall have the meanings assigned thereto in the Credit Agreement. The documents described in (a) through (e) above are hereinafter collectively referred to as the “Documents.” The documents described in (b) through (e) above are hereinafter collectively referred to as the “Mortgagor Documents.” We have also examined such certificates of public officials, limited liability company documents and records and other certificates and instruments as we have deemed necessary for the purposes of the opinions herein expressed. As to various questions of fact material to our opinions, we have relied upon certificates and written statements of officers and members of the Borrower and the Mortgagor. As to all questions of fact material to our opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Borrower and the Mortgagor and upon the representations and warranties of the Borrower and the Mortgagor contained in the Documents. As used herein, “to our knowledge” and “of which we are aware” mean the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Documents. We understand that with respect to title matters, you will be relying on the title insurance commitment issued to you by Chicago Title Insurance Company bearing Title No. 2851-25220, Revision 1, dated as of November 14, 2008 and re-dated as of today. We have not made any investigation of any matters of title to any property (whether real, personal or mixed). In rendering the opinions expressed herein we have also assumed and relied upon, without independent investigation, the following: