Silent second priority security interest shall be junior-ranking to the Liens securing Indebtedness and other obligations (including Derivatives Obligations) owing to the Lenders (or their affiliates), the Agent or the Collateral Agent under or in respect of the Loan Documents (the terms of which will (A) include appropriate waivers with respect to the Collateral in a bankruptcy proceeding and (B) provide that, for so long as any such Indebtedness or obligations are outstanding, the holders of Indebtedness secured by such "silent" second priority security interest (or their trustee) shall not be permitted to enforce such junior-ranking security interests even if an event of default in respect of such Indebtedness has occurred and the maturity of such Indebtedness has been accelerated, except (i) in any insolvency or liquidation proceeding, as necessary to file a claim for such Indebtedness or (ii) as necessary to take any action not adverse to the interests of the Liens under the Collateral Documents in order to preserve or protect the rights of the holders of such junior-ranking security interests).
Silent second priority security interest (or their trustee) shall not be permitted to enforce such junior-ranking security interests even if an event of default in respect of such Indebtedness has occurred and the maturity of such Indebtedness has been accelerated, except (i) in any insolvency or liquidation proceeding, as necessary to file a claim for such Indebtedness or (ii) as necessary to take any action not adverse to the interests of the Liens under the Collateral Documents in order to preserve or protect the rights of the holders of such junior-ranking security interests).
Silent second priority Lien on the Mortgaged Property (as the same may be released, substituted or supplemented from time to time in accordance with the terms of the Credit Agreement), subordinate to the Liens in favor of the Agent for the benefit of the Agent and the Term Lenders and for the benefit of the Agent and the Revolving Credit Lenders, in form and substance satisfactory to the Agent, and otherwise subject to the 2008 Intercreditor Agreement (“Second Priority Collateral”). First priority Lien (subject to the 2008 Intercreditor Agreement) on up to an aggregate value (such value as set forth in an appraisal in form and substance and by an appraiser reasonably satisfactory to the Agent) of all Real Estate (that does not constitute Collateral) securing the 2008 Senior Secured Debentures, at the time of the granting of the Lien thereon, that does not exceed the sum of (x) $20,000,000 and (y) such additional amount as shall have been notified to the Agent in writing and applied to reduce the Maximum Real Estate Loan Amount in accordance with the final proviso set forth in such definition (“First Priority Collateral”). Otherwise, the 2008 Senior Secured Debentures shall not be secured by any Capital Stock or assets of any Loan Party or any Subsidiary or Affiliate thereof. All Liens placed on the Mortgaged Property shall provide that each such Lien shall be automatically released (and shall no longer constitute a Permitted Lien under the Credit Agreement) to the extent required by the 2008 Intercreditor Agreement.
More Definitions of Silent
Silent second lien on all CIT collateral (including after acquired and replacement collateral) - Interest at 10%, payable quarterly, in arrears (PIK option for first three years) - Amortization as follows: $2 mm in year 5, balance due in equal installments in years 6, 7 and 8 13 - Pre-payable without penalty at any time - Cross acceleration with CIT loan documents - No dividends or distributions of any kind (including distributions of any equity securities) to be permitted on preferred or common stock until Secured Subordinated Notes are paid in full except that (i) the existing public preferred stock may continue to accrue dividends in accordance with their terms and (ii) the Company may redeem the existing public preferred stock in exchange for either (but not both of) common stock or new preferred stock having terms no more advantageous to the holders thereof than the existing public preferred stock
Silent second priority security interest to be granted in favor of the holders of the Senior Secured Notes in that portion of the Collateral otherwise permitted by Section 9.04(p) of the Credit Agreement (as amended hereby), (y) to reflect the amendment set forth in Section 8 of this Amendment and (z) to make technical modifications thereto to reflect the revisions made to Article 9 of the UCC since the Initial Borrowing Date, and with such amendments (or amendment and restatements), in each case to be in form and substance satisfactory to the Administrative Agent.
Silent provisions to include first lien control of all aspects of a bankruptcy, including consent to amount and terms of any priming loans, use of cash collateral and sale of collateral (through 363 sale, plan or otherwise). The Intercreditor Agreement shall provide for (i) an explicit waiver of second-lien right to object to sale of collateral (or manner of sale, including bid procedures) in an Insolvency Proceeding and consent of second-lien lenders to any 363 sale (or sale procedures) approved by the first lien lenders, (ii) a waiver by second lien lenders of their right to assert any rights as an unsecured lender if they are prohibited from exercising the same rights as secured lenders (including objections to 363 sales), (iii) a no competing DIP facility from second lien lenders provision (unless DIP facility takes out first lien in its entirety or consented to by a majority of first lien lenders), (iv) an explicit agreement of second lien lenders not to contest the enforceability of any provision of the Intercreditor Agreement, (v) to the extent permitted by applicable law, no second lien lender will sponsor or agree to fund or otherwise facilitate or support or vote for any restructuring plan of any obligor that does not pay the first lien lenders in full in cash without the consent of a majority of the first lien lenders, (vi) no second lien lender will raise or support any objections to a restructuring plan of any obligor on the basis that such plan provides the first lien lenders with an excessive interest rate on any reorganization debt, and (vii) an “X-Clause”, provided that any securities retained by second lien lenders must be PIK/no amortization/no cash payment entitlement of any sort prior to cash payment in full of any securities received by the first lien lenders and such “X-Clause” shall not apply in the case of any plan where the first lien lenders have voted to reject the restructuring plan but have been crammed up or crammed down. In addition to the foregoing, the Intercreditor Agreement shall contain provisions substantially in the form set forth on Exhibit A. Cash Paydown of Holdco PIK Loan 4 On the Closing Date, $85 million of the $89.5 million cash dividend to Holdco will be used to paydown, on a pro rata basis, the existing Holdco PIK Loan. Agreement to Purchase 4 By executing the RSA, TDS Investor (as defined herein) agrees that on or promptly following the Closing Date, it or Travelport NewCo shall offer to promptly purchase up to $40...
Silent second having no covenants, (c) mature upon the earlier to occur of (i) conversion of Supplier's Chapter 11 cases to Chapter 7, (ii) sale of substantially all of Supplier's assets and (iii) effective date of a Chapter 11 Plan and be subject to acceleration only after the Lenders' Claims have been paid in full, (d) not have a right to consent or object to any sale of collateral to which the Lenders have consented, (e) bear interest at the same rate as the DIP Loan which interest shall accrue until maturity and (f) have no right to adequate protection (other than liens on after-acquired property junior to the Lenders' liens).