Common use of RELATIVE PRIORITIES AND SUBORDINATION Clause in Contracts

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 to carry out the provisions and intent of this Agreement.

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 to carry out the provisions and intent of this Agreement.