Matters Relating to Debt Documents. (a) Each of the Company and the Second Priority Agent agrees that the Second Priority Debt Agreement and each Second Priority Security Document shall contain the applicable provisions set forth on Annex I hereto, or similar provisions approved by the First Priority Agent, which approval shall not be unreasonably withheld or delayed. Each of the Company and the Second Priority Agent further agrees that each Second Priority Mortgage covering any Collateral shall contain such other language as the First Priority Agent may reasonably request to reflect the subordination of such Second Priority Mortgage to the First Priority Security Document covering such Collateral pursuant to this Agreement.
Matters Relating to Debt Documents. 24 Section 7.2 Effect of Refinancing of Indebtedness under First Priority Debt Documents 24 Section 7.3 No Waiver by First Priority Secured Parties 25 Section 7.4 Reinstatement 25 Section 7.5 Authorization of Collateral Agents 26 Section 7.6 Further Assurances 26
Matters Relating to Debt Documents. (a) As to that portion of the Second Priority Collateral secured by Second Priority Mortgages as specified in Schedule 1, the First Priority Agent and the Second Priority Agent shall execute and record in the appropriate filing office a notice of subordination containing the following language (or language to similar effect): “Reference is made to the Intercreditor Agreement dated as of April 10, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Intercreditor Agreement”), among the Borrowers, the Company, the Subsidiaries of the Company from time to time party thereto, Citibank, N.A., as First Priority Agent (as defined therein), and Xxxxx Fargo Bank, National Association, as Second Priority Agent (as defined therein). Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and the provisions of this Agreement, Article 12 of the Second Priority Debt Agreement, the Notes or the provisions of the Second Priority Security Documents, the provisions of the Intercreditor Agreement shall control.”
Matters Relating to Debt Documents. (a) Each of the Parent, the Borrowers, the Guarantors, the First Priority Agent, and the Second Priority Agent agrees that the First Priority Debt Agreement and each First Priority Debt Document may be amended, restated, supplemented or otherwise modified (and consents to or waivers of noncompliance from the terms thereof may be granted) in accordance with their terms and the First Priority Claims may, subject to Section 7.2 below, be Refinanced, in each case, without the consent of any Second Priority Secured Party; provided however, that, without the prior written consent of the Second Priority Agent and the holders of a majority of Second Priority Claims (but for the avoidance of doubt no required consent of any other Second Priority Secured Parties), no First Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, or Refinanced, or the noncompliance from the terms thereof be consented to or waived, to the extent such amendment, restatement, supplement or modification, or the terms of such new First Priority Debt Document, or such Refinancing, or consent or waiver would contravene the provisions of this Agreement.
Matters Relating to Debt Documents. The Second Priority Agent agrees that the Second Priority Debt Agreement and each Second Priority Security Document shall contain the provisions set forth on Annex I hereto or similar provisions thereto. The First Priority Agent agrees that the First Priority Debt Agreement and each First Priority Security Document shall contain the provisions set forth on Annex I hereto or provisions similar thereto.
Matters Relating to Debt Documents. 31 SECTION 7.02. Effect of Refinancing of Indebtedness under First Priority Debt Documents...............................................31 SECTION 7.03. No Waiver by First Priority Secured Parties..................32 SECTION 7.04. Reinstatement................................................32 SECTION 7.05. Authorization of Collateral Agents...........................33 SECTION 7.06. Further Assurances...........................................33
Matters Relating to Debt Documents. (a) Subject to the limitations contained in Section 7.01 (b)(i), the Revolving Facility Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and Revolving Credit Obligations and the Noteholder Obligations may be Refinanced, in each case, without notice to, or the consent of, any Revolving Facility Secured Party or any Noteholder Secured Party and without affecting the subordination of the Junior Liens hereunder or the provisions of this Intercreditor Agreement defining the relative rights of the Revolving Facility Secured Parties and the Noteholder Secured Parties; provided, however, that the holders of the indebtedness (and the Liens securing such indebtedness) resulting from any such Refinancing, or a duly authorized agent on their behalf, shall have agreed in writing to be bound by the terms of this Intercreditor Agreement pursuant to such documents or agreements (including amendments or supplements to this Intercreditor Agreement) as the Collateral Agent and Security Trustee or the Notes Collateral Agent and Security Trustee, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Collateral Agent and Security Trustee or the Notes Collateral Agent and Security Trustee, as the case may be.
Matters Relating to Debt Documents. (a) Subject to the limitations contained in Section 7.01(b) and (c), the Credit Facility Documents and the Indenture Documents may be amended, restated, supplemented or otherwise modified by the requisite Credit Facility Secured Parties and the requisite Indenture Secured Parties, as applicable, in accordance with their terms and the First Priority Claims and Indenture Obligations may be supplemented, waived, repaid, refunded, Refinanced, amended or otherwise modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Intercreditor Agreement defining the relative rights of the Credit Facility Secured Parties and the Indenture Secured Parties, in each case, without notice to, or the consent of, any Credit Facility Secured Party or any Indenture Secured Party and without affecting the subordination of the Junior Liens hereunder or the provisions of this Intercreditor Agreement defining the relative rights of the Credit Facility Secured Parties and the Indenture Secured Parties; provided, however, that the holders of the indebtedness (and the Liens securing such indebtedness) resulting from any Refinancing, or a duly authorized agent on their behalf, shall execute and deliver to the other parties hereto an accession agreement, substantially in the form attached hereto as Exhibit B, and such other documents or agreements (including amendments or supplements to this Intercreditor Agreement) as the Administrative Agent or the Indenture Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Administrative Agent or the Indenture Agent, as the case may be. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, increase, restatement or Refinancing of either the First Priority Claims or the Indenture Obligations, by the release of any Credit Facility Collateral or of any guarantees securing any First Priority Claims or by any action that any Secured Party may take or fail to take in respect of any Credit Facility Collateral.
