Lien Subordination; Bailee for Perfection Clause Samples
The "Lien Subordination; Bailee for Perfection" clause establishes that one party agrees to subordinate its lien rights in favor of another party, typically a lender, and may also act as a bailee to perfect the lender's security interest in certain collateral. In practice, this means that if multiple parties have claims to the same assets, the subordinating party's claim will be ranked below the lender's, and the bailee (often a third party holding the collateral) will hold the assets in a way that ensures the lender's interest is legally recognized and protected. This clause is essential for clarifying the priority of claims on collateral and for facilitating secured lending by ensuring the lender's rights are enforceable against other claimants.
Lien Subordination; Bailee for Perfection. (a) Notwithstanding anything in this Agreement to the contrary, it is the understanding of the parties that the Liens granted pursuant to Section 2.1 herein shall, (x) with respect to any such Liens granted in Common Collateral (as defined in the ▇▇▇ Intercreditor Agreement) prior to the First Priority Obligations Payment Date (as defined in the ▇▇▇ Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the ▇▇▇ Intercreditor Agreement) on such Collateral pursuant to the terms of the ▇▇▇ Intercreditor Agreement and (y) with respect to any such Liens granted in Common Collateral (as defined in the Pulitzer Intercreditor Agreement) prior to the First Priority Obligations Payment Date (as defined in the Pulitzer Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the Pulitzer Intercreditor Agreement) on such Collateral pursuant to the terms of the Pulitzer Intercreditor Agreement.
(b) Notwithstanding anything herein to the contrary, (x) subject to the terms of the ▇▇▇ Intercreditor Agreement and the Pulitzer Intercreditor Agreement, as applicable, and until (but not after) the First Priority Obligations Payment Date (as defined in the ▇▇▇ Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable), (i) the requirements of this Agreement to endorse, assign or deliver Collateral to the Collateral Agent, or to provide the Collateral Agent “control” (within the meaning of the UCC) over the Collateral, shall be deemed satisfied by endorsement, assignment or delivery of such Collateral to the First Priority Representative or by exercise of control over such Collateral by the First Priority Representative in each case as bailee and agent for the Collateral Agent pursuant to the ▇▇▇ Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable, and (ii) any endorsement, assignment or delivery of Collateral to the First Priority Representative or control over the Collateral by the First Priority Representative, in each case as bailee and agent for the Collateral Agent pursuant to the ▇▇▇ Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable, shall be deemed an endorsement, assignment or delivery to, or control by, the Collateral Agent for all purposes hereunder, and (y) the requirement of this Agreement to endorse, assign or deliver to the Collateral Agent, or to otherwise provide the Collateral Agent “control” (within the mea...