Second Lien amend the Finance Documents to permit UPC Broadband to incur and secure Financial Indebtedness on a second lien ranking basis provided that (other than in the case of a refinancing of other secured Financial Indebtedness in the same or a lesser principal amount) the Total Debt to Annualised EBITDA ratio on a pro forma basis would not be greater than 5.50:1.00 and provided that such Financial Indebtedness is subject to an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and, where the rights of the holders of such Financial Indebtedness will be contractually subordinated to the rights of the Lenders, on terms comparable to the intercreditor agreement that relates to the Liberty Global Reference Agreement referenced under paragraph (iii) of the definition of “Liberty Global Reference Agreements” with such adjustments and amendments agreed between UPC Broadband, the Security Agent and the Facility Agent (acting reasonably in each case).
Second Lien. None of the Mortgage Loans are second lien Mortgage Loans.
Second Lien. Notwithstanding anything to the contrary contained herein, the liens granted by Pledgors to Secured Party are secondary and inferior to those certain liens granted by Pledgors to the Agent under the Senior Credit Facility.
Second Lien. As a continuing security for the payment and performance of the Second Lien Secured Obligations, the Chargor as legal and beneficial owner hereby charges to the Second Lien Security Trustee (as trustee for the Second Lien Secured Parties), by way of a second fixed charge, all of its right, title and interest in and to the Charged Property; provided always that the security created by this clause 3.2 shall rank immediately behind the security created by clause 3.1 but shall take priority over, and rank ahead of, the security created by clauses 3.3 and 3.4.
Second Lien. Borrower shall provide Lender a lien and security interest on all Crops and Farm Products and all Accounts, Chattel Paper and General Intangibles ansmg out of the same which shall be second only to the first lien of any LOC Lender.
Second Lien. Notwithstanding anything to the contrary contained herein, the liens granted by Debtors to Secured Party are secondary and inferior to those certain liens granted by Debtors to the Agent under the Senior Credit Facility. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Second Lien. Claims On the Plan Effective Date, each Allowed Second Lien Claim will be released and extinguished, and each holder of an Allowed Second Lien Claim shall receive, in full and final satisfaction of such Allowed Second Lien Claim, its pro rata share (based on such holder’s proportionate share of all Allowed Second Lien Claims) of 92.0% of the New Interests that are issued and outstanding on the Plan Effective Date (after giving effect to the consummation of the Restructuring Transactions to occur on or as of the Plan Effective Date, including all distributions to be made on or as of the Plan Effective Date, and assuming the issuance of the Reserved Interests), subject to dilution by the Management Incentive Plan and the Noteholder Warrants. Impaired;
Second Lien. Except as set forth in Sections 1 and 2, this Amendment and Waiver shall become effective with respect to the Second Lien Purchase Agreement as of the date hereof when this Amendment and Waiver has been duly executed and delivered by Parent, NextWave, PacketVideo, the other guarantors signatory hereto and the Required Holders under the Second Lien Purchase Agreement.
Second Lien. None of the Mortgage Loans are second lien Mortgage Loans. (ddd) Co-op Loan: Valid First Lien. With respect to each Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related cooperative shares securing the related cooperative note and lease, subject only to (a) liens of the cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the security interest. There are no liens against or security interests in the cooperative shares relating to each Co-op Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which individually or in the aggregate will not have a material adverse effect on such Co-op Loan), which have priority equal to or over a Seller’s security interest in such Co-op Shares.
Second Lien. If, on the 120th day after the Effective Date, all Loans shall not have been repaid in full, the Borrower will, and will cause each Guarantor to, within 30 days, (i) grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in the Collateral as collateral security for the prompt and complete payment and performance when due of the Indebtedness pursuant to documentation substantially in the form of the Senior Loan Security Instruments, such security interest being prior and superior in right to any other Lien on the Collateral (other than the Lien securing the obligations under the Senior Credit Agreement and the related Hedging Obligations and non-consensual Permitted Liens preferred by operation of law) subject to the Intercreditor Agreement and (ii) execute and deliver the Intercreditor Agreement. The Lenders hereby authorize the Administrative Agent to execute and deliver the appropriate documentation and the Intercreditor Agreement contemplated in this Section 8.19. Upon reasonable request of the Administrative Agent, the Borrower will, and will cause each Guarantor to, execute and deliver such further instruments, documents and opinions and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Section 8.19.
