Common use of Amendments to Financing Documents Clause in Contracts

Amendments to Financing Documents. (a) Terms of the Secured Obligations and the Financing Documents may be amended, modified, supplemented or extended from time to time, and the aggregate amount of the Secured Obligations may be increased or Refinanced, in each event, without notice to or consent by any Secured Party that is not a party to such Financing Document and without affecting the provisions hereof, and the Lien priorities provided herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, increase or Refinancing of the Secured Obligations, or any portion thereof; provided, however, that the holders of any such indebtedness that has been Refinanced under the Loan Documents (or any agent or trustee therefor) execute and deliver an Accession Agreement to the Collateral Trustee in accordance with Section 5.3. (b) Notwithstanding anything herein to the contrary, during the continuance of any Event of Default, to the extent permitted by the applicable Financing Documents, any Secured Party shall be entitled in its reasonable discretion to make payments or advances to the Collateral Trustee, any Loan Party or any third party for the purpose of protecting, preserving or defending the value of the Collateral. (c) Notwithstanding anything to the contrary in this Agreement, and subject to Section 5.2(d) below, in addition to the consent of the Borrowers and the Subsidiary Grantors required by Section 9.3(a), the consent of the Controlling Secured Representative shall be required for all amendments, modifications, waivers or terminations of this Agreement, other than as permitted pursuant to Section 9.3(b) hereof. (d) Notwithstanding anything to the contrary in this Agreement or in any of the Security Documents in any case where the Secured Commodity Hedging Counterparties would be materially and adversely affected thereby (it being understood that the undertaking of any transactions permitted by Section 5.6 (as in effect on the date hereof) shall not be deemed to materially and adversely affect the Secured Commodity Hedging Counterparties), without the written consent of the Required Commodity Hedging Counterparties (or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such Secured Commodity Hedging Counterparty that would be materially and adversely affected thereby), no amendment, modification, termination or consent in respect of this Agreement or the Security Documents shall be effective if the effect thereof would (directly or indirectly, including through definitional terms used in any of the following): (A) amend the definition of “Commodity Hedging Secured Obligations”, “Early Termination Event”, “Eligible Hedging Voting Amount”, “Secured Commodity Hedging Agreement”, “Secured Obligations”, “Secured Parties”, “Ordinary Course Settlement Payments”, “Other Credit Support”, “Other Credit Support Amount”, “Other Credit Support Exception”, “Permitted Secured Hedging Amount”, “Required Secured Parties”, “Required Commodity Hedging Counterparties”, “Secured Hedging Agreement” or “Termination Payment”; (B) change the order of application of proceeds of Collateral and other payments set forth in Section 4.1 or any other provision setting forth a priority of payment in respect of the Secured Obligations (to the extent such provisions relate to a Secured Commodity Hedging Agreement); or (C) in the case of any Secured Commodity Hedging Agreement, cause the Secured Obligations owed under any such Secured Commodity Hedging Agreement to cease to be secured on a First Lien, pari passu basis with all other Secured Obligations with respect to Collateral. Notwithstanding the foregoing or anything to the contrary contained herein, (i) no amendment, modification, waiver, supplement, termination or consent shall be made or given with respect to this Agreement or any Security Document including any intercreditor agreement entered into by the Collateral Trustee pursuant to the authority granted under Section 7.9 which has the effect of disproportionately disadvantaging, or otherwise discriminating against, the Secured Commodity Hedging Counterparties relative to the other Secured Parties without the prior written consent of the Required Commodity Hedging Counterparties, or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such Secured Commodity Hedging Counterparty that would be materially and adversely affected thereby.

Amendments to Financing Documents. (a) Terms of the Secured Obligations and the Financing Documents may be amended, modified, supplemented or extended from time to time, and the aggregate amount of the Secured Obligations may be increased or Refinanced, in each event, without notice to or consent by any Secured Party that is not a party to such Financing Document and without affecting the provisions hereof, and the Lien priorities provided herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, increase or Refinancing of the Secured Obligations, or any portion thereof; provided, however, that (1) the holders of any such indebtedness Indebtedness that has been Refinanced under the Loan Documents (or any agent or trustee therefor) execute and deliver an Accession Agreement to the Collateral Trustee Agent in accordance with Section 5.3, and (2) any amendments to any Secured Commodity Hedge and Power Sales Agreements shall be subject to Section 5.2(c). (b) Notwithstanding anything herein to the contrary, during the continuance of any Event of Default, to the extent permitted by the applicable Financing Documents, any Secured Party shall be entitled in its reasonable discretion to make payments or advances to the Collateral TrusteeAgent, any Loan Party or any third party for the purpose of protecting, preserving or defending the value of the Collateral. (c) Notwithstanding anything to the contrary in the Financing Documents but subject to Sections 13.1 of the Credit Agreement and Section 5.2(e) below, if the Lenders whose consent is required under Section 13.1 of the Credit Agreement consent to any amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, then such amendment, modification, termination, waiver or consent shall apply automatically to the comparable (if any) provision in any other Financing Document (other than any Secured Commodity Hedge and Power Sales Agreement or any Financing Document (other than a Security Document) governing Additional Obligations unless such document otherwise provides) without the consent of any other Secured Party; provided that (A) with respect to any Secured Commodity Hedge and Power Sales Agreement, any such amendment, modification, termination or waiver shall apply automatically to any Commodity Hedge Covenant under such Secured Commodity Hedge and Power Sales Agreement (except to the extent that such Secured Commodity Hedge and Power Sales Agreement specifically provides otherwise), and (B) no amendment, modification, termination or waiver shall be made to any provision of any Letter of Credit issued as Other Credit Support in favor of any Secured Commodity Hedge Counterparty without the prior written consent of such Secured Commodity Hedge Counterparty. (d) Notwithstanding anything to the contrary in this Agreement, and subject to Section 5.2(d5.2(e) below, in addition to the consent of the Borrowers Borrower, US Holdings and the Subsidiary Grantors Guarantors required by Section 9.3(a), the consent of the Controlling Required Secured Representative Parties shall be required for all amendments, modifications, waivers or terminations of this Agreement, other than as permitted pursuant to Section 9.3(b) and (c) hereof. (de) Notwithstanding anything to the contrary in this Agreement or in any of the Security Documents in any case where the Secured Commodity Hedging Hedge Counterparties would be materially and adversely affected thereby (it being understood that the undertaking of any transactions permitted by Section 5.6 (as in effect on the date hereof) shall not be deemed to materially and adversely affect the Secured Commodity Hedging Counterparties), without the written consent of the Required Commodity Hedging Counterparties (or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such Secured Commodity Hedging Counterparty that would be materially and adversely affected thereby), no amendment, modification, termination or consent in respect of this Agreement or the Security Documents shall be effective if the effect thereof would (directly or indirectly, including through definitional terms used in any of the following): (A) amend the definition of “Commodity Hedging Secured Obligations”, “Early Termination Event”, “Eligible Hedging Voting Amount”, “Secured Commodity Hedging Agreement”, “Secured Obligations”, “Secured Parties”, “Ordinary Course Settlement Payments”, “Other Credit Support”, “Other Credit Support Amount”, “Other Credit Support Exception”, “Permitted Secured Hedging Amount”, “Required Secured Parties”, “Required Commodity Hedging Counterparties”, “Secured Hedging Agreement” or “Termination Payment”; (B) change the order of application of proceeds of Collateral and other payments set forth in Section 4.1 or any other provision setting forth a priority of payment in respect of the Secured Obligations (to the extent such provisions relate to a Secured Commodity Hedging Agreement); or (C) in the case of any Secured Commodity Hedging Agreement, cause the Secured Obligations owed under any such Secured Commodity Hedging Agreement to cease to be secured on a First Lien, pari passu basis with all other Secured Obligations with respect to Collateral. Notwithstanding the foregoing or anything to the contrary contained herein, (i) no amendment, modification, waiver, supplement, termination or consent shall be made or given with respect to this Agreement or any Security Document including any intercreditor agreement entered into by the Collateral Trustee pursuant to the authority granted under Section 7.9 which has the effect of disproportionately disadvantaging, or otherwise discriminating against, the Secured Commodity Hedging Counterparties relative to the other Secured Parties without the prior written consent of the Required Commodity Hedging Counterparties, or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such Secured Commodity Hedging Counterparty that would be materially and adversely affected thereby.adversely

Amendments to Financing Documents. (a) Terms of the Secured Obligations and the Financing The First Lien Documents may be amended, modified, supplemented or extended from time to timeotherwise modified in accordance with their terms, and the aggregate amount of the Secured Obligations First Lien Credit Agreement may be increased or Refinanced, in each eventcase, without notice to or the consent by of any Collateral Agent, Secured Debt Representative or Secured Party that is not a party to such Financing First Lien Document and without affecting the lien subordination or other provisions hereof, and the Lien priorities provided herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, increase or Refinancing of the Secured Obligations, or any portion thereofthis Agreement; provided, however, that the holders of any such indebtedness that has been Refinanced under the Loan Documents Refinancing Debt (or any agent or trustee therefor) execute and deliver an Accession Agreement to each of the Collateral Trustee in accordance with Section 5.3Agents pursuant to which they agree to be bound by the terms of this Agreement and have the obligations of a First Lien Secured Party hereunder. (b) Notwithstanding anything herein to the contrary, during the continuance of any First Lien Event of Default, to the extent permitted by the applicable Financing Documents, any First Lien Secured Party shall be entitled in its reasonable discretion to make payments or advances to the First Lien Collateral TrusteeAgent, any Loan Party or any third party other Person for the purpose of protecting, preserving or defending the value of the Collateral; provided that such First Lien Secured Party notifies the Second Lien Collateral Agent promptly after making such payment or advance; and any such payment or advance shall be deemed to constitute part of the First Lien Obligations hereunder. (c) Notwithstanding anything to the contrary in this Agreement, and subject to Section 5.2(d) below, in addition to the consent of the Borrowers and the Subsidiary Grantors required by Section 9.3(a), the consent of the Controlling Secured Representative shall be required for all amendments, modifications, waivers or terminations of this Agreement, other than as permitted pursuant to Section 9.3(b) hereof. (d) Notwithstanding anything to the contrary in this Agreement or in any of the Security Documents in any case where the Secured Commodity Hedging Counterparties would be materially and adversely affected thereby (it being understood that the undertaking of any transactions permitted by Section 5.6 (as in effect on the date hereof) shall not be deemed to materially and adversely affect the Secured Commodity Hedging Counterparties), without the written consent of the Required Commodity Hedging Counterparties (or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such Secured Commodity Hedging Counterparty that would be materially and adversely affected thereby), no No amendment, modification, termination or waiver of any provision of the Security Deposit Agreement, or consent to any departure by any Loan Party therefrom, shall be effective without the written consent of each of the Required First Lien Lenders, and then such amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, termination or waiver shall, unless consented to by each Secured Party specified below: (i) postpone any date scheduled for any payment in respect of this Agreement or the Security Documents shall be effective if Secured Obligations to a Secured Party, without the effect thereof would consent of such Secured Party, (directly or indirectly, including through definitional terms used in any of the following): (A) amend the definition of “Commodity Hedging Secured Obligations”, “Early Termination Event”, “Eligible Hedging Voting Amount”, “Secured Commodity Hedging Agreement”, “Secured Obligations”, “Secured Parties”, “Ordinary Course Settlement Payments”, “Other Credit Support”, “Other Credit Support Amount”, “Other Credit Support Exception”, “Permitted Secured Hedging Amount”, “Required Secured Parties”, “Required Commodity Hedging Counterparties”, “Secured Hedging Agreement” or “Termination Payment”; (Bii) change the order of application of proceeds of Collateral and other any payments set forth in Section 4.1 or any other provision setting forth a priority of payment in respect under Article III of the Secured Obligations (to the extent such provisions relate to a Secured Commodity Hedging Agreement); or (C) Security Deposit Agreement in the case of any manner that materially and adversely affects any Secured Commodity Hedging Agreement, cause the Secured Obligations owed under any such Secured Commodity Hedging Agreement to cease to be secured on a First Lien, pari passu basis with all other Secured Obligations with respect to Collateral. Notwithstanding the foregoing or anything to the contrary contained herein, (i) no amendment, modification, waiver, supplement, termination or consent shall be made or given with respect to this Agreement or any Security Document including any intercreditor agreement entered into by the Collateral Trustee pursuant to the authority granted under Section 7.9 which has the effect of disproportionately disadvantaging, or otherwise discriminating against, the Secured Commodity Hedging Counterparties relative to the other Secured Parties Party without the prior written consent of such affected Secured Party, or (iii) adversely affect any Secured Party disproportionately vis a vis any other Secured Party without the Required Commodity Hedging Counterparties, or, if less than all of the Secured Commodity Hedging Counterparties are so disadvantaged or otherwise discriminated against, the prior written consent of each such affected Secured Commodity Hedging Counterparty that would be materially and adversely affected therebyParty.