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. 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. 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 Assignment of Rents.
The Mortgage. Loan Seller hereby represents and warrants to the Depositor as of the date hereof and as of the Closing Date that:
The Mortgage. Payment of the Note and satisfaction of all obligations of the IDC and the Industrial Occupant hereunder and under the Note shall be secured by the Mortgage. The Industrial Occupant agrees that whatever right, title and interest which it and its successors and assigns may have in and to the Premises under the Premises Agreement or otherwise shall be, and the same are hereby expressly made subject and subordinate to the lien of the Mortgage and any other judgment, lien or encumbrance pursuant to the Note, the Mortgage or this Loan Agreement.
The Mortgage. We have also examined the originals, or copies certified to our satisfaction, of the documents listed in a certificate of an officer of the Borrower, dated the date hereof (the "Certificate"), certifying that the documents listed therein are all of the indentures, loan or credit agreements, guarantees, mortgages, security agreements, bonds and notes and other agreements or instruments, and all of the orders, writs, judgments, injunctions, decrees, determinations and awards, that affect or purport to affect the obligations of such Loan Party or any of its Subsidiaries under any Loan Document or the right of such Loan Party or any of its Subsidiaries to borrow money, to guarantee the obligations of other Persons, to create Liens on its property or to consummate the transactions contemplated by the Loan Documents. In rendering this opinion we have examined in addition to the Loan Documents, such other documents and records pertaining to our clients as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to matters of fact material to our opinions, we have relied upon representations of the Loan Parties in the Loan Documents, and on certificates of officers of the Loan Parties, and of public officials, and we have made no independent inquiry into the accuracy of such representations. For purposes of this opinion, we have assumed that:
(a) The execution and delivery of the Loan Documents and other documents reviewed by us, and the entry into and performance of the transactions contemplated by the Loan Documents, by all parties (other than the Loan Parties) have been duly authorized by all necessary actions and constitute the valid and binding obligations of all parties other than the Loan Parties.
(b) All natural persons who are signatories to the Loan Documents were legally competent at the time of execution; all signatures on the Loan Documents and other documents reviewed by us of parties other than the Loan Parties are genuine; the copies of all documents submitted to us are accurate and complete and conform to originals. Our opinions set forth herein are based on our consideration of only those statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to or normally relevant in connection with transactions of the type contemplated in the Loan Documents. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge o...
The Mortgage. The Mortgage has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”). The Mortgage (except the Sixty-second Supplemental Indenture) has been duly recorded and filed in each place in which such recording or filing is required to make effective and perfect the lien of the Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Mortgage (except the Sixty-second Supplemental Indenture) have been duly paid.
The Mortgage is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to the qualifications set forth below.
The Mortgage contains the terms and provisions necessary to enable the Lender, following a default under any of the Loan Documents, to exercise the remedies which are customarily available to a real estate lienholder under the laws of the State.
