Common use of Waiver; Amendment; Notice of Acceleration Clause in Contracts

Waiver; Amendment; Notice of Acceleration. (a) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly and adversely affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors); provided, that (i) additional Assignors may be added as parties hereto from time to time in accordance with Section 11.13 without the consent of any other Assignor or of the Secured Creditors, (ii) Assignors may be removed as parties hereto from time to time in accordance with Section 11.14 without any consent of any other Assignor or of the Secured Creditors and (iii) any change, waiver, modification or variance affecting the rights and benefits of any Class (as defined below), with outstanding Obligations of the respective Class secured hereby at such time, of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such affected Class; provided further, however, that notwithstanding anything to the contrary provided in clause (iii) of the immediately preceding proviso, (x) the Required Secured Creditors may agree to modifications to this Agreement for the purpose, among other things, of securing additional extensions of credit (including, without limitation, pursuant to the Credit Agreement or any refinancing or extension thereof) and adding new creditors as "Secured Creditors" hereunder (either as part of an existing Class of Secured Creditors or as a newly created Class) and such changes shall not require the written consent of the Requisite Creditors of the various Classes, so long as (I) such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Credit Agreement, (II) in the case of any such extensions under the Credit Agreement or any Interest Rate Protection Agreement or Other Hedging Agreement, such extensions (and the obligations evidenced thereby) constitute "Senior Debt" and/or "Guarantor Senior Debt" under the Existing Senior Subordinated Secured Notes Indenture and (III) in the case of any other extensions not described in preceding clause (II), such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Existing Senior Subordinated Secured Notes Documents and (y) said clause (iii) shall not apply to any release of Collateral or any Assignor (or the termination of this Agreement) effected in accordance with the requirements of Section 11.8 or 11.14 of this Agreement, as the case may be. For the purpose of this Agreement, the term "Class" shall mean each class of Secured Creditors with outstanding Obligations secured hereby at such time, i.e., whether (x) the Lender Creditors as holders of the Credit Document Obligations, (y) the Other Creditors as holders of

Waiver; Amendment; Notice of Acceleration. (a) None of the terms and conditions of this Agreement or any other Security Document may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly and adversely affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors); provided, that (i) additional Assignors may be added as parties hereto from time to time in accordance with Section 11.13 10.13 hereof without the consent of any other Assignor or of the Secured Creditors, and (ii) Assignors may be removed as parties hereto from time to time in accordance with Section 11.14 without any consent of any other Assignor or of the Secured Creditors and (iii) any change, waiver, modification or variance (A) affecting the rights and benefits of any a single Class (as defined below), with outstanding Obligations of the respective Class secured hereby at such time, of Secured First Lien Creditors (and not all Secured First Lien Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such affected ClassClass of First Lien Creditors and (B) materially and adversely affecting the rights and benefits of the Senior Second Lien Notes Creditors and not all Secured Creditors in a like or similar manner shall require the written consent of the Requisite Creditors of the Senior Second Lien Notes Creditors as holders of the Senior Second Lien Notes Obligations; provided further, however, that notwithstanding anything to the contrary provided in clause (iiiii) of the immediately preceding proviso, (x) the Required Secured Creditors may agree to modifications to this Agreement or any other Security Document and, to the extent so agreed, the Collateral Agent shall implement such modifications, for the purpose, among other things, of securing additional extensions of credit (including, without limitation, pursuant to the Credit Agreement or any refinancing or extension thereof) and adding new creditors as "“Secured Creditors" ” hereunder and thereunder (either as part of an existing Class of Secured Creditors or as a newly created Class) and such changes shall not require the written consent of the Requisite Creditors of the various Classes, so long as (I) such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Credit Agreement, (II) in the case of any such extensions under Senior Second Lien Notes Documents and/or the Credit Agreement or any Interest Rate Protection Agreement Agreements or Other Hedging Agreement, such extensions (and Agreements entitled to the obligations evidenced thereby) constitute "Senior Debt" and/or "Guarantor Senior Debt" under the Existing Senior Subordinated Secured Notes Indenture and (III) in the case of any other extensions not described in preceding clause (II), such extensions (and resulting addition) do not otherwise give rise to an express violation benefits of the terms of the Existing Senior Subordinated Secured Notes Documents and Security Documents, (y) said clause (iiiii) shall not apply to any release of Collateral or any Assignor (or the termination of this AgreementAgreement or any other Security Document) effected in accordance with the requirements of Section 11.8 or 11.14 10.8 of this AgreementAgreement or the comparable provisions of the other Security Documents, as the case may be, and (z) any amendment, change, waiver, modification or variance to the extent relating to any Second Lien Excluded Collateral may be made without the prior consent of the Senior Second Lien Notes Creditors. For the purpose of this AgreementAgreement and the other Security Documents, the term "“Class" ” shall mean each class of Secured Creditors with outstanding Obligations secured hereby at such time, i.e., whether (x) the Lender Bank Creditors as holders of the Credit Document Obligations, (y) the Other Creditors as holders ofof the Other Obligations or (z) the Senior Second Lien Notes Creditors as holders of the Senior Second Lien Notes Obligations. For the purpose of this Agreement and the other Security Documents, the term “Requisite Creditors” of any Class shall mean each of (x) with respect to the Credit Document Obligations, the Required Banks (or all Banks if required pursuant to the Credit Agreement), (y) with respect to the Other Obligations, the holders of at least a majority of all Other Obligations outstanding from time to time under the Interest Rate Protection Agreements and Other Hedging Agreements (as determined by the Collateral Agent in such reasonable manner as is acceptable to it) and (z) with respect to the Senior Second Lien Notes Obligations, the Senior Second Lien Notes Indenture Trustee acting at the direction of the requisite percentage of the holders of the Senior Second Lien Notes Obligations outstanding from time to time (to the extent such direction is required by the terms of the Senior Second Lien Notes Indenture). Notwithstanding anything to the contrary provided in this Agreement, to facilitate the extension of additional permitted secured debt or the permitted refinancing of existing secured debt, the Collateral Agent shall enter into intercreditor, subordination or acknowledgment agreements (which agreements may specify, among other things, (i) that the other permitted secured debt may be secured by the Collateral and be entitled to the benefits of the Security Documents, (ii) the relative priority of the Lien in the Collateral securing such other permitted secured debt, (iii) that the holder of such other permitted secured debt shall be entitled to the same rights and remedies, including rights of foreclosure and voting rights, as the holders of the secured debt being refinanced, (iv) the appointment of a successor Collateral Agent in accordance with Annex N hereto and (v) such other matters as are reasonably requested by the Assignors as may be necessary or desirable to enable the Assignors to receive the practical benefit of the provisions contained in the Credit Documents and in the Senior Second Lien Notes Indenture regarding the ability of the Assignors to incur other Indebtedness secured by a Lien in the Collateral) and/or take such other actions that may be reasonably requested by any Assignor, in connection with securing additional extensions of credit without the consent of the Requisite Creditors of the various Classes, so long as (x) such extensions (and resulting addition) or refinancings which give rise to the need for such intercreditor, subordination or acknowledgment agreements do not otherwise give rise to an express violation of the terms of the Credit Agreement, the Second Lien Notes Documents and/or the Interest Rate Protection Agreements or Other Hedging Agreements entitled to the benefits of the Security Documents, (y) such intercreditor, subordination and/or acknowledgment agreements are reasonably required to effect the securing of additional extensions or refinancings of credit and (z) the terms and conditions of such intercreditor, subordination and acknowledgment agreements, as the case may be, are reasonably satisfactory to the Collateral Agent.

Waiver; Amendment; Notice of Acceleration. (a) None of the terms and conditions of this Agreement or any other Security Document may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly and adversely affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors); provided, that (i) additional Assignors may be added as parties hereto from time to time in accordance with Section 11.13 10.13 hereof without the consent of any other Assignor or of the Secured Creditors, and (ii) Assignors may be removed as parties hereto from time to time in accordance with Section 11.14 without any consent of any other Assignor or of the Secured Creditors and (iii) any change, waiver, modification or variance materially and adversely affecting the rights and benefits of any Class (as defined below), with outstanding Obligations of the respective Class secured hereby at such time, of Secured Senior Second Lien Notes Creditors (and not all Secured Creditors in a like or similar manner) manner shall require the written consent of the Requisite Creditors (of the Senior Second Lien Notes Creditors as defined below) holders of such affected Classthe Senior Second Lien Notes Obligations; provided further, however, that notwithstanding anything to the contrary provided in clause (iiiii) of the immediately preceding proviso, (x) the Required Secured Creditors may agree to modifications to this Agreement or any other Security Document and, to the extent so agreed, the Collateral Agent shall implement such modifications, for the purpose, among other things, of securing additional extensions of credit (including, without limitation, pursuant to the Credit Agreement or any refinancing or extension thereof) and adding new creditors as "“Secured Creditors" ” hereunder (either as part of an existing Class of Secured Creditors or as a newly created Class) and thereunder and such changes shall not require the written consent of the Requisite Creditors of the various ClassesSenior Second Lien Notes Creditors, so long as (I) such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Credit AgreementSenior Second Lien Notes Documents, (II) in the case of any such extensions under the Credit Agreement or any Interest Rate Protection Agreement or Other Hedging Agreement, such extensions (and the obligations evidenced thereby) constitute "Senior Debt" and/or "Guarantor Senior Debt" under the Existing Senior Subordinated Secured Notes Indenture and (III) in the case of any other extensions not described in preceding clause (II), such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Existing Senior Subordinated Secured Notes Documents and (y) said such clause (iiiii) shall not apply to any release of Collateral or of any Assignor (or the termination of this AgreementAgreement or any other Security Document) effected in accordance with the requirements of Section 11.8 or 11.14 10.8 of this AgreementAgreement or the comparable provisions of the other Security Documents, as the case may be, and (z) any amendment, change, waiver, modification or variance to the extent relating to any Second Lien Excluded Collateral may be made without the prior consent of the Senior Second Lien Notes Creditors. For the purpose of this AgreementAgreement and the other Security Documents, the term "“Class" ” shall mean each class of Secured Creditors with outstanding Obligations secured hereby at such time, i.e., whether (x) the Lender Bank Creditors as holders of the First Lien Obligations or the Senior Second Lien Notes Creditors as holders of the Senior Second Lien Notes Obligations. For the purpose of this Agreement and the other Security Documents, the term “Requisite Creditors” of any Class shall mean each of (x) with respect to the First Lien Obligations, the Majority LC Facility Lenders (or all LC Facility Lenders if required pursuant to the Credit Document Agreement) and (y) with respect to the Senior Second Lien Notes Obligations, the Senior Second Lien Notes Indenture Trustee acting at the direction of the requisite percentage of the holders of the Senior Second Lien Notes Obligations outstanding from time to time (to the extent such direction is required by the terms of the Senior Second Lien Notes Indenture). Notwithstanding anything to the contrary provided in this Agreement, to facilitate the extension of additional permitted secured debt or the permitted refinancing of existing secured debt, the Collateral Agent shall enter into intercreditor, subordination or acknowledgment agreements (which agreements may specify, among other things, (i) that the other permitted secured debt may be secured by the Collateral and be entitled to the benefits of the Security Documents, (ii) the relative priority of the Lien in the Collateral securing such other permitted secured debt, (iii) that the holder of such other permitted secured debt shall be entitled to the same rights and remedies, including rights of foreclosure and voting rights, as the holders of the secured debt being refinanced, (iv) the appointment of a successor Collateral Agent in accordance with Annex D hereto and (v) such other matters as are reasonably requested by the Assignors as may be necessary or desirable to enable the Assignors to receive the practical benefit of the provisions contained in the Credit Documents and in the Senior Second Lien Notes Indenture regarding the ability of the Assignors to incur other Indebtedness secured by a Lien in the Collateral) and/or take such other actions that may be reasonably requested by any Assignor, in connection with securing additional extensions of credit without the consent of the Requisite Creditors of the various Classes, so long as (x) such extensions (and resulting addition) or refinancings which give rise to the need for such intercreditor, subordination or acknowledgment agreements do not otherwise give rise to an express violation of the terms of the Credit Agreement or the Second Lien Notes Documents, (y) such intercreditor, subordination and/or acknowledgment agreements are reasonably required to effect the Other Creditors securing of additional extensions or refinancings of credit and (z) the terms and conditions of such intercreditor, subordination and acknowledgment agreements, as holders ofthe case may be, are reasonably satisfactory to the Collateral Agent.

Waiver; Amendment; Notice of Acceleration. (a) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly and adversely affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors); provided, that (i) additional Assignors may be added as parties hereto from time to time in accordance with Section 11.13 without the consent of any other Assignor or of the Secured Creditors, (ii) Assignors may be removed as parties hereto from time to time in accordance with Section 11.14 without any consent of any other Assignor or of the Secured Creditors and (iii) any change, waiver, modification or variance affecting the rights and benefits of any Class (as defined below), with outstanding Obligations of the respective Class secured hereby at such time, of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such affected Class; provided further, however, that notwithstanding anything to the contrary provided in clause (iii) of the immediately preceding proviso, (x) the Required Secured Creditors may agree to modifications to this Agreement for the purpose, among other things, of securing additional extensions of credit (including, without limitation, pursuant to the Credit Agreement or any refinancing or extension thereof) and adding new creditors as "Secured Creditors" hereunder (either as part of an existing Class of Secured Creditors or as a newly created Class) and such changes shall not require the written consent of the Requisite Creditors of the various Classes, so long as (I) such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Credit Agreement, (II) in the case of any such extensions under the Credit Agreement or any Interest Rate Protection Agreement or Other Hedging Agreement, such extensions (and the obligations evidenced thereby) constitute ["Senior Debt" and/or "Guarantor Senior Debt"] ["Pari Passu Debt" and/or "Guarantor Pari Passu Debt"] under the Existing Senior Subordinated [Subordinated] Secured Notes Indenture and (III) in the case of any other extensions not described in preceding clause (II), such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Existing Senior Subordinated [Subordinated] Secured Notes Documents and (y) said clause (iii) shall not apply to any release of Collateral or any Assignor (or the termination of this Agreement) effected in accordance with the requirements of Section 11.8 or 11.14 of this Agreement, as the case may be. For the purpose of this Agreement, the term "Class" shall mean each class of Secured Creditors with outstanding Obligations secured hereby at such time, i.e., whether (xw) the Lender Non-Tranche D Bank Creditors as holders of the Non-Tranche D Credit Document Obligations, (x) Tranche D Banks as holders of the Tranche D Obligations, (y) the Other Creditors as holders ofof the Other Obligations or (z) the Senior [Subordinated] Secured Notes Creditor (with respect to the Senior [Subordinated] Secured Notes Obligations). For the purpose of this Agreement, the term "Requisite Creditors" of any Class shall mean each of (w) with respect to the Non-Tranche D Credit Document Obligations, the Required Banks (for this purpose determined after giving effect to the last sentence of the definition thereof as if the assignment referred to therein had occurred), (x) with respect to the Tranche D Obligations, the Required Tranche D Banks, (y) with respect to the Other Obligations, the holders of at least a majority of all Other Obligations outstanding from time to time under the Interest Rate Protection Agreements or Other Hedging Agreements (as determined by the Collateral Agent in such reasonable manner as is acceptable to it) and (z) with respect to the Senior [Subordinated] Secured Notes Obligations, the Senior [Subordinated] Secured Notes Creditor acting at the direction of the holders of at least a majority of all Senior [Subordinated] Secured Notes Obligations outstanding from time to time.

Waiver; Amendment; Notice of Acceleration. (a) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly and adversely affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors); provided, that (i) additional Assignors may be added as parties hereto from time to time in accordance with Section 11.13 10.13 without the consent of any other Assignor or of the Secured Creditors, and (ii) Assignors may be removed as parties hereto from time to time in accordance with Section 11.14 without any consent of any other Assignor or of the Secured Creditors and (iii) any change, waiver, modification or variance affecting the rights and benefits of any Class (as defined below), with outstanding Obligations of the respective Class secured hereby at such time, of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such affected Class; provided further, however, that notwithstanding anything to the contrary provided in clause (iiiii) of the immediately preceding proviso, (x) the Required Secured Creditors may agree to modifications to this Agreement for the purpose, among other things, of securing additional extensions of credit (including, without limitation, pursuant to the Credit Agreement or any refinancing or extension thereof) and adding new creditors as "“Secured Creditors" ” hereunder (either as part of an existing Class of Secured Creditors or as a newly created Class) and such changes shall not require the written consent of the Requisite Creditors of the various Classes, so long as (I) such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Credit Agreement, (II) in the case of any such extensions under the Credit Agreement or any Interest Rate Protection Agreement or Other Hedging Agreement, such extensions (and the obligations evidenced thereby) constitute "2003 Senior Debt" and/or "Guarantor Senior Debt" under the Existing Senior Subordinated Secured Notes Indenture and (III) in Documents and/or the case of any other extensions not described in preceding clause (II), such extensions (and resulting addition) do not otherwise give rise to an express violation of the terms of the Existing 2003 Senior Subordinated Secured Notes Note Refinancing Documents and (y) said clause (iiiii) shall not apply to any release of Collateral or any Assignor (or the termination of this Agreement) effected in accordance with the requirements of Section 11.8 or 11.14 10.8 of this Agreement, as the case may be. For the purpose of this Agreement, the term "“Class" ” shall mean each class of Secured Creditors with outstanding Obligations secured hereby at such time, i.e., whether (xw) the Lender Creditors as holders of the Credit Document Obligations, (yx) the Other Creditors as holders ofof the Other Obligations, (y) the 2003 Senior Secured Notes Creditor (with respect to the 2003 Senior