RELATIVE PRIORITIES AND SUBORDINATION Sample Clauses

RELATIVE PRIORITIES AND SUBORDINATION. Notwithstanding the order in which the documents granting the Preferred Mortgagee any lien, security interest or other interest in the Collateral including, without limitation, the Indenture, Preferred Ship Mortgage or Leasehold Mortgage and the documents granting the Lender any lien, security interest or other interest in the Collateral including, without limitation, the Loan Agreement and Chattel Mortgage (collectively the "Encumbrances") have been or are hereafter executed, delivered or liens and security interests thereunder have been or will be perfected, and the relative priorities of the Encumbrances under applicable law including, without limitation, any prior perfection of a security interest or lien under the provisions of the Uniform Commercial Code or any other law of any jurisdiction which is applicable or the existence of any present or future filing or financing statements under the Uniform Commercial Code or any other law of any jurisdiction which is applicable or any other recordation or filing of any documents, and further, notwithstanding any pledge to or possession by the Preferred Mortgagee of all or any part of the Collateral, the parties hereto acknowledge and agree that: (i) the Lender shall have a senior position with respect to the Collateral with respect to any and all obligations of Borrower pursuant to the Lender Loan Documents whether or not the Collateral is located on the Vessel and the Preferred Mortgagee shall not make or assert any claims or rights with respect thereto until Lender is indefeasibly paid in full all of the amounts owed by Borrower pursuant to the Lender Loan Documents. To the extent the Preferred Mortgagee is in control or possession of the Vessel or related facilities, the Preferred Mortgagee shall allow the Lender to enter onto the Vessel and related facilities to remove the Collateral from the Vessel or related facilities; and (ii) the Preferred Mortgagee shall have a senior and absolute position with respect to all other security covered by the Leasehold Mortgage and Preferred Ship Mortgage including but not limited to the Vessel. No party hereunder shall challenge or contravene the validity and perfection of the Encumbrances of the other party hereunder. Each party hereunder agrees that upon a written request from the other party, it shall execute and deliver to the requesting party such further instruments and shall take such further action as the requesting party deems reasonably necessary in order t...
View SourceView Similar (2)

Related to RELATIVE PRIORITIES AND SUBORDINATION

  • Relative Priorities Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that (a) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

  • Priorities and Agreements With Respect to Shared Collateral Section 2.01.

  • Lien Subordination Lender agrees that the Liens granted to it hereunder in Third Party Equipment shall be subordinate to the Liens of current and future lenders providing equipment financing and equipment lessors for equipment and other personal property acquired by Borrower after the date hereof (“Third Party Equipment”); provided that such Liens are confined solely to the equipment so financed and the proceeds thereof and are Permitted Liens. Notwithstanding the foregoing, the Obligations hereunder shall not be subordinate in right of payment to any obligations to other lenders, equipment lenders or equipment lessors and Lender’s rights and remedies hereunder in the Collateral which does not constitute Third Party Equipment shall not in any way be subordinate to the rights and remedies of any such lenders or equipment lessors. So long as no Event of Default has occurred which has not been waived by Lender, Lender agrees to execute and deliver such agreements and documents as may be reasonably requested by Borrower from time to time which set forth the lien subordination described in this Section 4.8 and are reasonably acceptable to Lender. Lender shall have no obligation to execute any agreement or document which would impose obligations, restrictions or lien priority on Lender which are less favorable to Lender than those described in this Section 4.8.

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.