Common use of Cancellation; Termination; Amendments, Etc Clause in Contracts

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the Company will not, without the prior written consent of the Required Holders, (A) cancel or terminate any Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (B) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Project Document, (C) waive any default under, or breach of, any Principal Project Document, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive or release any right, interest or entitlement, howsoever arising, under, or in respect of any Principal Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (D) exercise any right to initiate an arbitration proceeding under any Principal Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Party or compelled by the provisions of any Principal Project Document, (E) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Project Document, (F) consent, or agree to consent, to any Person party to a Principal Project Document to assign or delegate any of its rights under such Principal Project Document, or (G) amend, supplement or modify any Principal Project Document, unless (in the case of any actions covered in clauses (A) through (G) above) the monetary and non-monetary obligations of the Company or its Subsidiaries under such Principal Project Documents after giving effect to such amendment, supplement or modification could not reasonably be expected to result in a Material Adverse Effect. On the last Business Day of each Fiscal Quarter, the Company shall furnish the Holders with a list of all amendments, supplements or modifications of any Principal Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holders, furnish such Person with a certified copy of any such requested amendment, supplement or modification.

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the The Company will not, without the prior written consent of the Required Holders, Lenders: (Ai) cancel or terminate any Principal Other Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (Bii) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Other Project Document, (Ciii) waive any default under, or breach of, any Principal Other Project DocumentDocument or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Principal Other Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Other Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (Div) exercise any right to initiate an arbitration proceeding under any Principal Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Party Person or compelled by the provisions of any Principal Other Project DocumentDocument (except, in each case, upon instructions of the Required Lenders), (Ev) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Other Project Document or amend, modify or supplement any Project Document, (Fvi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to a Principal any Other Project Document to assign assigning or delegate any of delegating its rights and obligations under such Principal Project Document, or (G) amend, supplement or modify any Principal Other Project Document, unless (in the case of any of the actions covered in clauses (Ai) through (Gvii) above) the monetary taking of such action, or omitting to take such action, (x) together with any additional Costs resulting from any actions under this Section and non-monetary obligations of Section 8.04, would not cause the Company aggregate Costs for the Budget Period to exceed the Approved Budget Amount or its Subsidiaries under such Principal Project Documents after giving effect to such amendment, supplement or modification (y) could not reasonably be expected to result in a Material Adverse Effect. On Upon request of the last Business Day of each Fiscal QuarterAdministrative Agent, the Company shall furnish the Holders Administrative Agent and the Lenders with a list certified copies of each Other Project Document and all amendments, supplements or modifications of any Principal Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holders, furnish such Person with a certified copy of any such requested amendment, supplement or modificationthereto.

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the The Company will not, without the prior written consent of the Required Holders, Holders (A) cancel or terminate any Principal Other Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (B) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit DocumentsDocuments to the Administrative Agent) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Other Project Document, (C) waive any default under, or breach of, any Principal Other Project Document, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive or release any right, interest or entitlement, howsoever arising, under, or in respect of any Principal Other Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Other Project Document or of the performance of any covenant or obligation by any Person under any Principal Other Project Document, (D) exercise any right to initiate an arbitration proceeding under any Principal Other Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Party or compelled by the provisions of any Principal Other Project Document, (E) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Other Project Document, (F) consent, or agree to consent, to any Person party to a Principal any Other Project Document to assign or delegate any of its rights under such Principal Other Project Document, or (G) amend, supplement or modify any Principal Other Project Document, unless (in the case of any actions covered in clauses (A) through (G) above) the monetary and non-monetary obligations of the Company or its Subsidiaries under such Principal Other Project Documents after giving effect to such amendment, supplement or modification could not reasonably be expected to result in a Material Adverse Effect. On the last Business Day of each Fiscal Quarter, the Company shall furnish the Holders each Holder with a list of all amendments, supplements or modifications of any Principal Other Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holdersany Holder, furnish such Person with a certified copy of any such requested amendment, supplement or modification.

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the The Company will not, without the prior written consent of the Required Holders, Lenders: (Ai) cancel or terminate any Principal Other Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (Bii) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Other Project Document, (Ciii) waive any default under, or breach of, any Principal Other Project DocumentDocument or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Principal Other Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Other Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (Div) exercise any right to initiate an arbitration proceeding under any Principal Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Party Person or compelled by the provisions of any Principal Other Project DocumentDocument (except, in each case, upon instructions of the Required Lenders), (Ev) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Other Project Document or amend, modify or supplement any Project Document, (Fvi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to a Principal any Other Project Document to assign assigning or delegate any of delegating its rights and obligations under such Principal Project Document, or (G) amend, supplement or modify any Principal Other Project Document, unless (in the case of any of the actions covered in clauses (Ai) through (Gvii) above) the monetary taking of such action, or omitting to take such action, (x) together with any additional Project Costs resulting from any actions under this Section and non-monetary obligations Section 8.05, would not cause the aggregate Project Costs for the Budget Period to exceed the sum of the Company aggregate Project Costs for such period as set forth in the Initial Approved Budget (as such budget may be amended or its Subsidiaries under such Principal Project Documents after giving effect supplemented pursuant to such amendment, supplement Section 2.18) plus $75,000,000 or modification (y) could not reasonably be expected to result in a Material Adverse Effect. On Upon request of the last Business Day of each Fiscal QuarterAdministrative Agent, the Company Credit Agreement 90 - 84 - shall furnish the Holders Administrative Agent and the Lenders with a list certified copies of each Other Project Document and all amendments, supplements or modifications of any Principal Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holders, furnish such Person with a certified copy of any such requested amendment, supplement or modificationthereto.

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the The Company will not, without the prior written consent of the Required HoldersLenders, (Ai) cancel or terminate any Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (Bii) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Project Document, (Ciii) waive any default under, or breach of, any Principal Project DocumentDocument or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive adjust or release any Credit Agreement 88 - 82 - right, interest or entitlement, howsoever arising, under, or in respect of any Principal Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (Div) exercise any right to initiate an arbitration proceeding under any Principal Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Project Party or compelled by the provisions of any Principal Project Document, (Ev) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Project Document, (Fvi) consent, or agree to consent, to any Person party to a Principal Project Document to assign or delegate any of its rights right under such Principal Project Document, or (Gvii) amend, supplement or modify any Principal Project DocumentDocument (other than pursuant to a Change Order), unless (in the case of any actions covered in clauses (A) through (G) abovex) the monetary and non-monetary obligations of the Company or its Subsidiaries under such Principal Project Documents Document after giving effect to such amendment, supplement or modification, together with any additional Project Costs resulting from any action under this Section or Section 8.06, would not cause the aggregate Project Costs for the Budget Period to exceed the sum of the aggregate Project Costs for such period as set forth in the Initial Approved Budget (as such budget may be amended or supplemented pursuant to Section 2.18) plus $75,000,000 or (y) the performance by the Company or any of its Subsidiaries of any non-monetary obligations under such Project Document after giving effect to such amendment, supplement or modification could not reasonably be expected to result in a Material Adverse Effect. On Promptly after the last Business Day of each Fiscal Quarterexecution and delivery thereof, the Company shall furnish the Holders Administrative Agent and the Lenders with a list certified copies of all amendments, supplements or modifications of any Principal Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holders, furnish such Person with a certified copy of any such requested amendment, supplement or modificationDocument.

Cancellation; Termination; Amendments, Etc. Except as set forth on Schedule 9.2(b), the The Company will not, without the prior written consent of the Required HoldersLenders, (Ai) cancel or terminate any Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (Bii) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Credit Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Principal Project Document, (Ciii) waive any default under, or breach of, any Principal Project DocumentDocument or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Principal Project Document or in any material way vary, or agree to the variation of, any provision of such Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (Div) exercise any right to initiate an arbitration proceeding under any Principal Project Document or take any action with respect to any arbitration proceeding initiated by any other Transaction Party or compelled by the provisions of any Principal Project Document, (Ev) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Principal Project Document, (Fvi) consent, or agree to consent, to any Person party to a Principal Project Document to assign or delegate any of its rights right under such Principal Project Document, or (Gvii) amend, supplement or modify any Principal Project Document, unless (in the case of any actions covered in clauses (Ai) through (Gvii) above) (x) the monetary and non-monetary obligations of the Company or its Subsidiaries under such Principal Project Documents Document after giving effect to such amendment, supplement or modification, together with any additional Costs resulting from any action under this Section or Section 8.05, would not cause the aggregate Costs for the Budget Period to exceed the Approved Budget Amount or (y) the performance by the Company or any of its Subsidiaries of any non-monetary obligations under such Project Document after giving effect to such amendment, supplement, modification or termination could not reasonably be expected to result in a Material Adverse Effect. On the last Business Day of each Fiscal Quarter, the Company shall furnish the Holders with a list of all amendments, supplements or modifications of any Principal Project Document that were made during such Fiscal Quarter and shall, upon the request of the Holders, furnish such Person with a certified copy of any such requested amendment, supplement or modification.Promptly Senior Secured Credit Agreement