The Mortgagee. 43 SECTION 7.01. Acceptance of Trusts and Duties.........................43 SECTION 7.02. Absence of Duties.......................................44 SECTION 7.03. No Representations or Warranties as to Aircraft or Documents.....................................44 SECTION 7.04. No Segregation of Monies; No Interest...................44 SECTION 7.05. Reliance; Agreements;
The Mortgagee. For all purposes under this Agreement, the appointment, removal and resignation of the Mortgagee, as well as certain obligations, duties, rights and protections of the Mortgagee, shall be set forth in, and be subject to the terms and conditions of, the Trust Indenture.
The Mortgagee. SIGNED by [ • ] ) as Attorneys-in-fact for ) and on behalf of ) XXXXX FARGO BANK, National Association, as Collateral Trustee _____________________) EXHIBIT “A” FORM OF NOTES EXHIBIT “B” ARTICLE TEN OF THE INDENTURE EXHIBIT “C” NOTATION OF GUARANTEE EXHIBIT “D” MORTGAGE CONDITIONS
The Mortgagee. Any moneys held by the Mortgagee as security hereunder for future payments by the Company shall, until paid to the Company, be invested by the Mortgagee, as the Company (unless a Default or Event of Default shall have occurred and be continuing) may from time to time direct in writing (and in absence of a written direction by the Company, there shall be no obligation to invest such moneys) in (i) obligations of, or guaranteed by, the United States Government or agencies thereof, (ii) open market commercial paper of any corporation incorporated under the laws of the United States of America or any State thereof rated at least P-1 or its equivalent by Mxxxx'x Investors Service, Inc. or at least A-1 or its equivalent by Standard & Poor's Corporation, (iii) certificates of deposit issued by commercial banks organized under the laws of the United States or of any political subdivision thereof having a combined capital and surplus in excess of $500,000,000 which banks or their holding companies have a rating of A or its equivalent by Mxxxx'x Investors Service, Inc. or Standard & Poor's Corporation; provided, however, that the aggregate amount at any one time so invested in certificates of deposit issued by any one bank shall not exceed 5% of such bank's capital and surplus, (iv) U.S. dollar denominated offshore certificates of deposit issued by, or offshore time deposits with, any commercial bank described in clause (iii) above or any subsidiary thereof, and (v) repurchase agreements with any financial institution having combined capital and surplus of at least $500,000,000 with any of the obligations described in clauses (i) through (iv) as collateral. There shall be promptly remitted to the Company or its order (but no more frequently than monthly) any gain (including interest received) realized as a result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) unless a Default or an Event of Default shall have occurred and be continuing. The Company shall be responsible for any net loss realized as a result of any such investment and shall reimburse the Mortgagee therefor on demand.
The Mortgagee. The Mortgagee may execute any of its duties or powers hereunder by or through agents or employees, and shall be entitled to retain counsel and the advice of such counsel concerning all matters pertaining to the performance of its functions hereunder. The Mortgagor agrees to reimburse the Mortgagee for all reasonable out-of-pocket expenses incurred by the Mortgagee and the counsel, attorneys, agents and the employees of the Mortgagee in acting hereunder, including any reasonable counsel fees and compensation paid for services rendered to the Mortgagee in connection with the performance of its functions hereunder if and to the extent reasonably engaged by Mortgagee. The Mortgagor agrees to indemnify and save harmless the Mortgagee against and from any liability or damages which the Mortgagee may incur or sustain in the exercise and performance of any of the Mortgagee's powers and duties hereunder, not including, however, the Mortgagee's gross negligence or willful misconduct. For such reimbursement and indemnity, the Mortgagee shall be secured under this Security Agreement and, to effect such reimbursement and indemnity, the Mortgagee shall have the right to use and apply any cash constituting Mortgaged Property at any time held by it. The Mortgagee shall give notice to the Mortgagor of any actions or claims to be brought against the Mortgagor under this Section 7; provided, however, that any failure by the Mortgagee to provide such notice shall not limit the obligations of the Mortgagor hereunder, except to the extent that the Mortgagor is prejudiced by the Mortgagee's failure to deliver such notice. Neither the Mortgagee nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder except for its or their own gross negligence or willful misconduct.
The Mortgagee. SIGNED by [ ] ) as Attorney-in-fact for and on behalf ) of WXXXX FARGO BANK, ) National Association as Collateral Trustee ) EXHIBIT “A” FORM OF NOTES NAVIOS MARITIME HOLDINGS INC. NAVIOS MARITIME FINANCE (US) INC. 87/8% First Priority Ship Mortgage Notes due 2017 CUSIP No. [600000XX0][Y00000XX0] ISIN No. [US639365AC91][USY62196AB97] No. $ NAVIOS MARITIME HOLDINGS INC., a Mxxxxxxx Islands corporation, and NAVIOS MARITIME FINANCE (US) INC., a Delaware corporation, as co-issuers, (the “Co-Issuers”), for value received, jointly and severally, promise to pay to or its registered assigns, the principal sum of U.S. dollars [or such other amount as is provided in a schedule attached hereto]4 on November 1, 2017. Interest Payment Dates: May 1 and November 1, commencing May 1, 2010. Record Dates: April 15 and October 15. Reference is made to the further provisions of this Note contained herein, which shall for all purposes have the same effect as if set forth at this place.
The Mortgagee. In addition, the owner shall post a copy of the notice of intent in each occupied building in the project.
The Mortgagee. 44 SECTION 7.01. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 7.02. Absence of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 SECTION 7.03. No Representations or Warranties as to Aircraft or Documents . . . . . . . . . . . 45 SECTION 7.04. No Segregation of Monies; No Interest . . . . . . . . . . . . . . . . . . . . . . 46
The Mortgagee. The Mortgagee acknowledges and declares that:-
The Mortgagee. SIGNED by [ ] ) as Attorney-in-fact for and on behalf ) of XXXXX FARGO BANK, ) National Association as Collateral Trustee ) EXHIBIT “A” FORM OF NOTES [To be attached]. EXHIBIT “B” ARTICLE TEN OF THE INDENTURE NOTE GUARANTEE
