Common use of Matters Relating to Debt Documents Clause in Contracts

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.” (b) Each of the Borrowers, the Company and the Second Priority Agent agree that (i) should the Second Priority Debt Agreement be amended or supplemented pursuant to Section 9.02 thereof, the Borrowers and the Company agree to use their commercially reasonable efforts to ensure that such an amendment or supplement contains a legend with language comparable to that contained in Section 7.01(a) above, and (ii) should any of the Second Priority Security Documents be amended, restated or otherwise modified or should any of the Borrowers execute and deliver to the Second Priority Agent any other Second Priority Security Document, the same shall contain a legend with language comparable to that contained in Section 7.01(a) above.

Matters Relating to Debt Documents. (a) As to that portion Each of the Second Priority Collateral secured by Second Priority Mortgages as specified in Schedule 1Parent, the Borrowers, the Guarantors, the First Priority Agent Agent, and the Second Priority Agent shall execute agrees that the First Priority Debt Agreement 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 each First Priority Debt Document may be amended, supplementedrestated, restated supplemented or otherwise modified (and consents to or waivers of noncompliance from time the terms thereof may be granted) in accordance with their terms and the First Priority Claims may, subject to timeSection 7.2 below, be Refinanced, in each case, without the “Intercreditor Agreement”)consent of any Second Priority Secured Party; provided however, among that, without the Borrowers, the Company, the Subsidiaries prior written consent 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 and the holders of a majority of Second Priority Claims (as defined thereinbut for the avoidance of doubt no required consent of any other Second Priority Secured Parties). Notwithstanding anything herein , 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 contraryextent such amendment, restatement, supplement or modification, or the lien and security interest granted to the Collateral Agentterms of such new First Priority Debt Document, for the benefit of the Secured Partiesor such Refinancing, 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 consent or inconsistency between the provisions of the Intercreditor Agreement and waiver would contravene 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.” (b) Each of the Parent, the Borrowers, the Company Guarantors, the First Priority Agent, and the Second Priority Agent agree agrees that (i) should the Second Priority Debt Agreement and each Second Priority Debt Document may be amended amended, restated, supplemented or supplemented pursuant otherwise modified (and consents to Section 9.02 thereof, or waivers of noncompliance from the Borrowers terms thereof may be granted) in accordance with their terms and the Company agree to use their commercially reasonable efforts to ensure that such an amendment or supplement contains a legend with language comparable to that contained in Section 7.01(a) above, and (ii) should any of the Second Priority Security Documents Claims may be Refinanced, in each case, without the consent of any First Priority Secured Party; provided however, that, until the Discharge of First Priority Claims, (x) in each case with respect to a Refinancing, the holders of the Obligations resulting from any such Refinancing, or a duly authorized agent on their behalf, shall agree in writing to be bound by the terms of this Agreement and (y) without the prior written consent of the First Priority Agent and the holders of a majority of First Priority Claims (but for the avoidance of doubt no required consent of any other First Priority Secured Parties), no Second Priority Debt Document may be amended, restated restated, supplemented or otherwise modified modified, or should any of entered into, or Refinanced, or the Borrowers execute and deliver non-compliance from the terms thereof be consented to or waived, to the extent such amendment, restatement, supplement or modification, or the terms of such new Second Priority Agent any other Second Priority Security Debt Document, or such Refinancing, or consent or waiver would contravene the same shall contain a legend with language comparable to that contained in Section 7.01(a) aboveprovisions of this Agreement.

Matters Relating to Debt Documents. (a) As 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. (b) It is acknowledged that (i) the aggregate amount of the Revolving Credit Obligations may, subject to the limitations set forth in the Indenture (as in effect on the date hereof) be increased, (ii) a portion of the Second Priority Collateral secured by Second Priority Mortgages as specified Revolving Credit Obligations consists or may consist of indebtedness that is revolving in Schedule 1nature, the First Priority Agent and the Second Priority Agent shall execute amount thereof that may be outstanding at any time or from time to time may be repaid and record in subsequently reborrowed, and (iii) 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, Revolving Credit Obligations may be supplemented, restated waived, repaid, refunded, Refinanced, amended or otherwise modified from time to time, all without affecting the “Intercreditor Agreement”), among the Borrowers, the Company, the Subsidiaries subordination 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 Junior Liens hereunder 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 Intercreditor Agreement defining the relative rights of the Second Priority Debt AgreementRevolving Facility Secured Parties and the Noteholder Secured Parties. 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 Notes Revolving Credit Obligations or the provisions Noteholder Obligations, by the release of the Second Priority Security Documents, the provisions any Collateral or of the Intercreditor Agreement shall controlany guarantees securing any Revolving Credit Obligations or by any action that any Secured Party may take or fail to take in respect of any Collateral.” (b) Each of the Borrowers, the Company and the Second Priority Agent agree that (i) should the Second Priority Debt Agreement be amended or supplemented pursuant to Section 9.02 thereof, the Borrowers and the Company agree to use their commercially reasonable efforts to ensure that such an amendment or supplement contains a legend with language comparable to that contained in Section 7.01(a) above, and (ii) should any of the Second Priority Security Documents be amended, restated or otherwise modified or should any of the Borrowers execute and deliver to the Second Priority Agent any other Second Priority Security Document, the same shall contain a legend with language comparable to that contained in Section 7.01(a) above.

Matters Relating to Debt Documents. (a) As Subject to that portion of the Second Priority Collateral secured 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 Second Priority Mortgages the requisite Credit Facility Secured Parties and the requisite Indenture Secured Parties, as specified applicable, in Schedule 1, accordance with their terms and the First Priority Agent Claims 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, Indenture Obligations may be supplemented, restated waived, repaid, refunded, Refinanced, amended or otherwise modified from time to time, all without affecting the “Intercreditor Agreement”), among the Borrowers, the Company, the Subsidiaries subordination 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 Junior Liens hereunder 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 Intercreditor Agreement defining the relative rights of the Second Priority Debt AgreementCredit Facility Secured Parties and the Indenture Secured Parties, in each case, without notice to, or the Notes 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 Second Priority Security Documents, the provisions relative rights of the Intercreditor Agreement shall control.” (b) Each Credit Facility Secured Parties and the Indenture Secured Parties; provided, however, that the holders of the Borrowers, the Company indebtedness (and the Second Priority Agent agree that (iLiens securing such indebtedness) should the Second Priority Debt Agreement be amended resulting from any Refinancing, or supplemented pursuant to Section 9.02 thereofa duly authorized agent on their behalf, the Borrowers and the Company agree to use their commercially reasonable efforts to ensure that such an amendment or supplement contains a legend with language comparable to that contained in Section 7.01(a) above, and (ii) should any of the Second Priority Security Documents be amended, restated or otherwise modified or should any of the Borrowers shall execute and deliver to the Second 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 Agent Claims or the Indenture Obligations, by the release of any other Second Credit Facility Collateral or of any guarantees securing any First Priority Security DocumentClaims or by any action that any Secured Party may take or fail to take in respect of any Credit Facility Collateral. (b) With respect to any amendment, supplement, modification, or Refinancing, without the prior written consent of the Indenture Secured Parties, it is acknowledged and agreed that (i) the aggregate principal amount of the First Priority Claims may not be increased to any amount in excess of the Maximum Credit Obligations Amount, (ii) a portion of the First Priority Claims consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be repaid and subsequently reborrowed, (iii) the interest rate at which the First Priority Claims, or any category thereof, accrue may be increased by no more than, in the aggregate, three hundred (300) basis points after the date hereof (excluding any default rate of interest), except that the Credit Facility Secured Parties may charge customary bona fide fees for amendments, consents, waivers, refinancings or granting forbearances and may receive reimbursement for reasonable documented out-of-pocket expenses and indemnification claims (including reasonable fees of attorneys, appraisers, consultants and advisors in accordance with the terms of the Credit Facility Documents in effect on the date hereof), (iv) the date of maturity of the Credit Agreement may not be extended beyond the date which is the stated maturity of the Notes, (v) the amount, or time, of any scheduled or mandatory payments of principal of the First Priority Claims may not be modified, except to the extent such change results in an increase in the amount paid to the Indenture Secured Parties or results in the Indenture Secured Parties receiving payment in the same shall contain amount as they would otherwise have been paid, but such amount is paid earlier than it would otherwise have been paid, (vi) the Credit Facility Documents may not be amended to increase the required percentage of cash necessary to cash collateralize outstanding contingent obligations, (vii) the Credit Facility Documents may not be amended to prohibit payments with respect to the Indenture Obligations to the extent such payments are permitted as of the date hereof, and (viii) except with respect to Permitted Liens (as defined in the Credit Facility Documents as in effect on the date hereof), Credit Facility Liens will not be subordinated to other indebtedness (including modifications which results in a legend first-out/last-out arrangement or layered tranches of debt). (c) With respect to any amendment, supplement, modification, or Refinancing, without the prior written consent of the Administrative Agent, it is acknowledged and agreed that (i) the interest rate at which the Indenture Obligations, or any category thereof, accrue may be increased by no more than, in the aggregate, three hundred (300) basis points after the date hereof (excluding any default rate of interest), except that the Indenture Secured Parties may charge customary bona fide fees for amendments, consents, waivers, refinancings or granting forbearances and may receive reimbursement for out-of-pocket expenses and indemnification claims (including fees of attorneys, appraisers, consultants and advisors in accordance with language comparable the terms of the Indenture Documents in effect on the date hereof), (ii) the maturity date of December 1, 2016 of the Notes may not be shortened or advanced unless the term of the Credit Agreement is shortened and the date of maturity advanced by an equal period of time, (iii) the principal amount of the Indenture Obligations may be increased so long as such increased principal amount has the same date of maturity as the other Indenture Obligations and the date of maturity of such Indenture Obligations is not modified in a manner prohibited by the foregoing clause, and (iv) no covenant or condition giving rise to an Event of Default in the Indenture Documents may be modified to cause such covenant or Event of Default, as applicable, to be more restrictive on any Grantor (other than AGI) than the analogous covenant or condition in the Credit Facility Documents; provided, however, that contained to the extent there is no analogous covenant or condition in Section 7.01(a) abovethe Credit Facility Documents, no such modification or addition of such covenant or condition is permitted.