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

Cancellation; Termination; Amendments, Etc. The Company will not, without the prior consent of the Required Lenders: (i) cancel or terminate any Other Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Other Project Document, (iii) waive any default under, or breach of, any Other Project Document or waive, fail to enforce, forgive, compromise, settle, adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Other Project Document or in any way vary, or agree to the variation of, any provision of such Other Project Document or of the performance of any covenant or obligation by any Person under any Project Document, (iv) exercise any right to initiate an arbitration proceeding under any Project Document or take any action with respect to any arbitration proceeding initiated by any other Person or compelled by the provisions of any Other Project Document (except, in each case, upon instructions of the Required Lenders), (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to Impair any Other Project Document or amend, modify or supplement any Project Document, (vi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to any Other Project Document assigning or delegating its rights and obligations under such Other Project Document, unless (in the case of any of the actions covered in clauses (i) through (vii) above) the 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 Section 8.05, 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) could not reasonably be expected to result in a Material Adverse Effect. Upon request of the Administrative Agent, the Company Credit Agreement 90 - 84 - shall furnish the Administrative Agent and the Lenders with certified copies of each Other Project Document and all amendments, supplements or modifications thereto.

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

Cancellation; Termination; Amendments, Etc. The Company will not, without the prior consent of the Required Lenders: , (i) cancel or terminate any Other Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Other Principal Project Document, (iii) waive any default under, or breach of, any Other Principal Project Document or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust or release any Credit Agreement 88 - 82 - right, interest or entitlement, howsoever arising, under, or in respect of any Other Principal Project Document or in any way vary, or agree to the variation of, any provision of such Other Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (iv) 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 Person Project Party or compelled by the provisions of any Other Principal Project Document (except, in each case, upon instructions of the Required Lenders)Document, (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to materially Impair any Other Project Document or amend, modify or supplement any Principal Project Document, (vi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to any Other a Principal Project Document assigning to assign or delegating delegate its rights and obligations right under such Other Principal Project Document, unless (in the case of any of the actions covered in clauses (i) through or (vii) above) the taking of such actionamend, supplement or omitting modify any Principal Project Document (other than pursuant to take such actiona Change Order), unless (x) the monetary obligations of the Company or its Subsidiaries under such Principal Project Document after giving effect to such amendment, supplement or modification, together with any additional Project Costs resulting from any actions action under this Section and or Section 8.058.06, 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. Upon request of Promptly after the Administrative Agentexecution and delivery thereof, the Company Credit Agreement 90 - 84 - shall furnish the Administrative Agent and the Lenders with certified copies of each Other Project Document and all amendments, supplements or modifications theretoof any Principal Project Document.

Cancellation; Termination; Amendments, Etc. The Company will not, without the prior consent of the Required Lenders: , (i) cancel or terminate any Other Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Other Principal Project Document, (iii) waive any default under, or breach of, any Other Principal Project Document or waive, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Other Principal Project Document or in any way vary, or agree to the variation of, any provision of such Other Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (iv) 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 Person Transaction Party or compelled by the provisions of any Other Principal Project Document (except, in each case, upon instructions of the Required Lenders)Document, (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to materially Impair any Other Project Document or amend, modify or supplement any Principal Project Document, (vi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to any Other a Principal Project Document assigning to assign or delegating delegate its rights and obligations right under such Other Principal Project Document, or (vii) amend, supplement or modify any Principal Project Document, unless (in the case of any of the actions covered in clauses (i) through (vii) above) the taking of such action, or omitting to take such action, (x) the monetary obligations of the Company or its Subsidiaries under such Principal Project Document after giving effect to such amendment, supplement or modification, together with any additional Project Costs resulting from any actions action under this Section and or Section 8.05, 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 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. Upon request of the Administrative Agent, the Company Promptly Senior Secured Credit Agreement 90 - 84 - shall furnish the Administrative Agent and the Lenders with certified copies of each Other Project Document and all amendments, supplements or modifications thereto.Agreement

Cancellation; Termination; Amendments, Etc. The Except as set forth on Schedule 9.2(b), the Company will not, without the prior written consent of the Required Lenders: Holders, (iA) cancel or terminate any Other Principal Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (iiB) sell, assign (other than as collateral security to the Administrative Agent pursuant to the Security Credit Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Other Principal Project Document, (iiiC) waive any default under, or breach of, any Other Principal Project Document or waiveDocument, fail to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust adjust, waive or release any right, interest or entitlement, howsoever arising, under, or in respect of any Other Principal Project Document or in any material way vary, or agree to the variation of, any provision of such Other Principal Project Document or of the performance of any covenant or obligation by any Person under any Principal Project Document, (ivD) 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 Person Transaction Party or compelled by the provisions of any Other Principal Project Document (except, in each case, upon instructions of the Required Lenders)Document, (vE) petition, request or take any other legal or administrative action that seeks, or may be reasonably be expected, to materially Impair any Other Project Document or amend, modify or supplement any Principal Project Document, (vi) amend, supplement or modify any Other Project Document or (viiF) consent, or agree to consent, to any Person party to any Other a Principal Project Document assigning to assign or delegating delegate any of its rights and obligations under such Other Principal Project Document, or (G) amend, supplement or modify any Principal Project Document, unless (in the case of any of the actions covered in clauses (iA) through (viiG) above) the taking of such action, or omitting to take such action, (x) together with any additional Project Costs resulting from any actions under this Section monetary and Section 8.05, would not cause the aggregate Project Costs for the Budget Period to exceed the sum non-monetary obligations of the aggregate Company or its Subsidiaries under such Principal Project Costs for Documents after giving effect to such period as set forth in the Initial Approved Budget (as such budget may be amended amendment, supplement or supplemented pursuant to Section 2.18) plus $75,000,000 or (y) modification could not reasonably be expected to result in a Material Adverse Effect. Upon request On the last Business Day of the Administrative Agenteach Fiscal Quarter, the Company Credit Agreement 90 - 84 - shall furnish the Administrative Agent and the Lenders Holders with certified copies a list of each Other Project Document and all amendments, supplements or modifications theretoof 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. The Company will not, without the prior consent of the Required Lenders: (i) cancel or terminate any Other Project Document to which it is a party or consent to or accept any cancellation or termination thereof, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Other Project Document, (iii) waive any default under, or breach of, any Other Project Document or waive, fail to enforce, forgive, compromise, settle, adjust or release any right, interest or entitlement, howsoever arising, under, or in respect of any Other Project Document or in any way vary, or agree to the variation of, any provision of such Other Project Document or of the performance of any covenant or obligation by any Person under any Project Document, (iv) exercise any right to initiate an arbitration proceeding under any Project Document or take any action with respect to any arbitration proceeding initiated by any other Person or compelled by the provisions of any Other Project Document (except, in each case, upon instructions of the Required Lenders), (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to Impair any Other Project Document or amend, modify or supplement any Project Document, (vi) amend, supplement or modify any Other Project Document or (vii) consent, or agree to consent, to any Person party to any Other Project Document assigning or delegating its rights and obligations under such Other Project Document, unless (in the case of any of the actions covered in clauses (i) through (vii) above) the 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 Section 8.058.04, 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 Amount or (y) could not reasonably be expected to result in a Material Adverse Effect. Upon request of the Administrative Agent, the Company Credit Agreement 90 - 84 - shall furnish the Administrative Agent and the Lenders with certified copies of each Other Project Document and all amendments, supplements or modifications thereto.