Common use of Matters Relating to Debt Documents Clause in Contracts

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. (b) Each of the Parent, the Borrowers, the Guarantors, the First Priority Agent, and the Second Priority Agent agrees that the Second Priority Debt Agreement and each Second 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 Second Priority 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, supplemented or otherwise modified, or entered into, or Refinanced, or the 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 Debt Document, or such Refinancing, or consent or waiver would contravene the provisions of this Agreement.

Matters Relating to Debt Documents. (a) Each As to that portion of the Parent, the Borrowers, the GuarantorsSecond Priority Collateral secured by Second Priority Mortgages as specified in Schedule 1, the First Priority Agent, Agent and the Second Priority Agent agrees that shall execute and record in the First Priority Debt appropriate filing office a notice of subordination containing the following language (or language to similar effect): “Reference is made to the Intercreditor Agreement and each First Priority Debt Document may be dated as of April 10, 2008 (as amended, restatedsupplemented, supplemented restated or otherwise modified (and consents from time to or waivers time, the “Intercreditor Agreement”), among the Borrowers, the Company, the Subsidiaries of noncompliance the Company from the terms thereof may be granted) in accordance with their terms and the time to time party thereto, Citibank, N.A., as First Priority Claims mayAgent (as defined therein), subject to Section 7.2 belowand Xxxxx Fargo Bank, be RefinancedNational Association, in each case, without the consent of any Second Priority Secured Party; provided however, that, without the prior written consent of the 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 holders of a majority of Second Priority Claims (but for the avoidance of doubt no required consent exercise of any right or remedy by the Collateral Agent and the 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, Parties hereunder are subject to the extent such amendment, restatement, supplement provisions of the Intercreditor Agreement. In the event of any conflict or modification, or inconsistency between the terms provisions of such new First Priority Debt Document, or such Refinancing, or consent or waiver would contravene 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 Parent, the Borrowers, the Guarantors, the First Priority Agent, Company and the Second Priority Agent agrees agree that (i) should the Second Priority Debt Agreement be amended or supplemented pursuant to Section 9.02 thereof, the Borrowers and each 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 Debt Document may Security Documents be amended, restated, supplemented restated or otherwise modified (or should any of the Borrowers execute and consents deliver to or waivers of noncompliance from the terms thereof may be granted) in accordance with their terms and the Second Priority Claims may be Refinanced, in each case, without the consent of Agent any First other Second Priority Secured Party; provided however, that, until the Discharge of First Priority Claims, (x) in each case with respect to a RefinancingSecurity Document, the holders of the Obligations resulting from any such Refinancing, or same shall contain a duly authorized agent on their behalf, shall agree legend with language comparable to that contained in writing to be bound by the terms of this Agreement and (ySection 7.01(a) 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, supplemented or otherwise modified, or entered into, or Refinanced, or the 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 Debt Document, or such Refinancing, or consent or waiver would contravene the provisions of this Agreementabove.

Matters Relating to Debt Documents. (a) Each of Subject to the Parentlimitations contained in Section 7.01 (b)(i), 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 Revolving Facility Documents 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 terms, and Revolving Credit Obligations 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. (b) Each of the Parent, the Borrowers, the Guarantors, the First Priority Agent, and the Second Priority Agent agrees that the Second Priority Debt Agreement and each Second 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 Second Priority Claims 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 any First Priority the Junior Liens hereunder or the provisions of this Intercreditor Agreement defining the relative rights of the Revolving Facility Secured PartyParties and the Noteholder Secured Parties; provided provided, however, that, until the Discharge of First Priority Claims, (x) in each case with respect to a Refinancing, that the holders of the Obligations indebtedness (and the Liens securing such indebtedness) resulting from any such Refinancing, or a duly authorized agent on their behalf, shall agree 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 Revolving Credit Obligations 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, and (yiii) the Revolving Credit Obligations may be supplemented, waived, repaid, refunded, Refinanced, amended or otherwise modified from time to time, all without affecting the prior written consent subordination 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, supplemented Junior Liens hereunder or otherwise modified, or entered into, or Refinanced, or the 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 Debt Document, or such Refinancing, or consent or waiver would contravene the provisions of this AgreementIntercreditor Agreement defining the relative rights of the Revolving 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 Revolving Credit Obligations or the Noteholder Obligations, by the release of any Collateral or of any 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.

Matters Relating to Debt Documents. (a) Each of Subject to the Parentlimitations contained in Section 7.01(b) and (c), the Borrowers, the Guarantors, the First Priority Agent, Credit Facility Documents and the Second Priority Agent agrees that the First Priority Debt Agreement and each First Priority Debt Document Indenture Documents may be amended, restated, supplemented or otherwise modified (by the requisite Credit Facility Secured Parties and consents to or waivers of noncompliance from the terms thereof may be granted) requisite Indenture Secured Parties, as applicable, in accordance with their terms and the First Priority Claims mayand Indenture Obligations may be supplemented, subject waived, repaid, refunded, Refinanced, amended or otherwise modified from time to Section 7.2 belowtime, be Refinancedall 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 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 Refinancednotice to, or the noncompliance from consent of, any Credit Facility Secured Party or any Indenture Secured Party and without affecting the terms thereof be consented to subordination of the Junior Liens hereunder 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. (b) Each Intercreditor Agreement defining the relative rights of the Parent, the Borrowers, the Guarantors, the First Priority Agent, Credit Facility Secured Parties and the Second Priority Agent agrees that the Second Priority Debt Agreement and each Second Priority Debt Document may be amendedIndenture Secured Parties; provided, 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 Second Priority 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, that the holders of the Obligations indebtedness (and the Liens securing such indebtedness) resulting from any such Refinancing, or a duly authorized agent on their behalf, shall agree execute and deliver to the other parties hereto an accession agreement, substantially in writing 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 bound 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 terms release of this Agreement and 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. (yb) With respect to any amendment, supplement, modification, or Refinancing, without the prior written consent of the First Priority Agent Indenture Secured Parties, it is acknowledged and agreed that (i) the holders aggregate principal amount of a majority of the First Priority Claims may not be increased to any amount in excess of the Maximum Credit Obligations Amount, (but 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 avoidance terms of doubt no required consent 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 other scheduled or mandatory payments of principal of the First Priority Secured Parties), no Second Priority Debt Document Claims may not be amended, restated, supplemented or otherwise modified, or entered into, or Refinanced, or the non-compliance from the terms thereof be consented to or waived, 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 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 first-out/last-out arrangement or layered tranches of debt). (c) With respect to any amendment, restatementsupplement, supplement or 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 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 new Second Priority Debt Documentincreased 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 Refinancingcovenant or Event of Default, as applicable, to be more restrictive on any Grantor (other than AGI) than the analogous covenant or consent condition in the Credit Facility Documents; provided, however, that to the extent there is no analogous covenant or waiver would contravene condition in the provisions Credit Facility Documents, no such modification or addition of this Agreementsuch covenant or condition is permitted.