Common use of Waivers, Amendments, Release of Collateral, etc Clause in Contracts

Waivers, Amendments, Release of Collateral, etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, change the definition of "Required Lenders," increase any Commitment Amount (except as set forth in Section 2.5.1) or the Percentage of any Lender, reduce any fees described in Article III, release any material portion of the Collateral, except as set forth in Section 9.8 and Sections 10.1(b), (c) and (d) or otherwise specifically provided in any Loan Document, release any material Guarantor (except as provided in Section 10.1(d)), or extend any Revolving Loan Commitment Termination Date, shall be made without the consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Canadian Administrative Agent or the Administrative Agent, shall be made without consent of the Canadian Administrative Agent or the Administrative Agent, as applicable; (e) affect adversely the interests, rights or obligations of an Issuer in its capacity as such, shall be made without consent of such Issuer or (f) increase, maintain, or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement or this Agreement, as applicable, without the consent of the Lenders or increase, maintain, or decrease the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement). No failure or delay on the part of any Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Canadian Administrative Agent or the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (b) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, and (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. The Administrative Agent shall not be required to execute any release instruments on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's lien on the proceeds of sale of such Collateral. (c) If all outstanding Loans and other Obligations have been paid in full and no Letters of Credit are outstanding, the Revolving Loan Commitments have terminated or have been reduced to zero pursuant to Section 2.2, and, subject to Section 10.1(d), all Lender Hedging Agreements have terminated, the Lenders hereby instruct the Canadian Administrative Agent and the Administrative Agent to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve Borrower of any obligation to make any payments to the Canadian Administrative Agent, the Administrative Agent or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination. Notwithstanding the foregoing, if such Liens also secure the obligations under the U.S. Credit Agreement, such Liens may not be released unless permitted by the terms of U.S. Credit Agreement. (d) Notwithstanding any provision herein to the contrary, if the Revolving Loan Commitments as herein defined and as defined in the U.S. Credit Agreement have been terminated, no Letters of Credit hereunder or under the U.S. Credit Agreement are outstanding, and the only outstanding Obligations as herein defined and as defined in the U.S. Credit Agreement are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent and the Canadian Administrative Agent will, and are hereby authorized to, (A) release the Liens created under the Loan Documents, and (B) release the Parent Guaranty and all Guaranties executed by the MarkWest Inc. Operating Subsidiaries, provided, that contemporaneously with such release, (i) the Parent executes a guaranty agreement covering the obligations of the MarkWest Inc. Operating Subsidiaries that are parties to such Lender Hedging Agreements, such guaranty to be in form and substance satisfactory to the Lender(s) or its Affiliates that are parties to such Lender Hedging Agreements (the "Lender Counterparties"), and (ii) each of the Borrower and the Parent (A) executes a margin agreement in form and substance acceptable to such Lender Counterparties and (B) provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties; and provided further, the Borrower acknowledges that if such Liens and/or Guaranties also secure the Obligations under the U.S. Credit Agreement, such Liens and Guaranties may not be released unless permitted by the U.S. Credit Agreement. Any release under this Section 10.1(d) must be in writing and signed by the Administrative Agent or the Canadian Administrative Agent, as applicable.

Waivers, Amendments, Release of Collateral, etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section SECTION 10.1, change the definition of "Required LendersREQUIRED LENDERS," increase any Commitment Amount (except as set forth in Section SECTION 2.5.1) or the Percentage of any Lender, reduce any fees described in Article ARTICLE III, release any material portion of the Collateral, except as set forth in Section SECTION 9.8 and Sections SECTIONS 10.1(b), (c) and (d) or otherwise specifically provided in any Loan Document, release any material Guarantor (except as provided in Section SECTION 10.1(d)), or extend any Revolving Loan Commitment Termination Date, shall be made without the consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Canadian Administrative Agent or the Administrative Agent, shall be made without consent of the Canadian Administrative Agent or the Administrative Agent, as applicable; or (e) affect adversely the interests, rights or obligations of an Issuer in its capacity as such, shall be made without consent of such Issuer or (f) increase, maintain, or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement or this Agreement, as applicable, without the consent of the Lenders or increase, maintain, or decrease the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement)Issuer. No failure or delay on the part of any Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Canadian Administrative Agent or the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (b) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, and (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. The Administrative Agent shall not be required to execute any release instruments on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's lien on the proceeds of sale of such Collateral. (c) If all outstanding Loans and other Obligations have been paid in full and no Letters of Credit are outstanding, the Revolving Loan Commitments have terminated or have been reduced to zero pursuant to Section SECTION 2.2, and, subject to Section SECTION 10.1(d), all Lender Hedging Agreements have terminated, the Lenders hereby instruct the Canadian Administrative Agent and the Administrative Agent to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve Borrower of any obligation to make any payments to the Canadian Administrative Agent, the Administrative Agent or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination. Notwithstanding the foregoing, if such Liens also secure the obligations under the U.S. Credit Agreement, such Liens may not be released unless permitted by the terms of U.S. Credit Agreement. (d) Notwithstanding any provision herein to the contrary, if the Revolving Loan Commitments as herein defined and as defined in the U.S. Credit Agreement have been terminated, no Letters of Credit hereunder or under the U.S. Credit Agreement are outstanding, and the only outstanding Obligations as herein defined and as defined in the U.S. Credit Agreement are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent and the Canadian Administrative Agent will, and are hereby authorized to, (A) release the Liens created under the Loan Documents, and (B) release the Parent Guaranty and all Guaranties executed by Subsidiaries of the MarkWest Inc. Operating SubsidiariesParent, providedPROVIDED, that THAT contemporaneously with such release, (i) the Parent executes a guaranty agreement covering the obligations of the MarkWest Inc. Operating Subsidiaries that are parties to such Lender Hedging Agreements, such guaranty to be in form and substance satisfactory to the Lender(s) or its Affiliates that are parties to such Lender Hedging Agreements (the "Lender CounterpartiesLENDER COUNTERPARTIES"), and (ii) each of the Borrower and the Parent (A) executes a margin agreement in form and substance acceptable to such Lender Counterparties and (B) provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties; and provided furtherPROVIDED FURTHER, the Borrower acknowledges that if such Liens and/or Guaranties also secure the Obligations under the U.S. Credit Agreement, such Liens and Guaranties may not be released unless permitted by the U.S. Credit Agreement. Any release under this Section SECTION 10.1(d) must be in writing and signed by the Administrative Agent or the Canadian Administrative Agent, as applicable.

Waivers, Amendments, Release of Collateral, etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, change the definition of "“Required Lenders," ”, increase any Commitment Amount (except as set forth in Section 2.5.1) or the Percentage of any Lender, reduce any fees described in Article III, change the schedule of reductions to the Commitments provided for in Section 2.2.2, release any material portion of the Collateral, except as set forth in Section 9.8 and Sections Section 10.1(b), (c) and (d) or otherwise specifically provided in any Loan Document, release any material Guarantor (except as provided in Section 10.1(d))Guarantor, or extend any Revolving Loan Commitment Termination Date, shall be made without the consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Canadian Administrative Agent or the Administrative Agent, shall be made without consent of the Canadian Administrative Agent or the Administrative Agent, as applicable; or (e) affect adversely the interests, rights or obligations of an Issuer in its capacity as such, shall be made without consent of such Issuer or (f) increase, maintain, or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement or this Agreement, as applicable, without the consent of the Lenders or increase, maintain, or decrease the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement)Issuer. No failure or delay on the part of any the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Canadian Administrative Agent or the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (b) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' ’ prior written request by the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, and (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. In addition, if the Borrower or any of its Subsidiaries own any Margin Stock at the time of the requested release, then together with such request for release, the Borrower shall present a certificate in form and substance satisfactory to the Administrative Agent, setting forth calculations demonstrating compliance with Regulation U and, if required by the Administrative Agent, an opinion of counsel stating that the requested release, if made, will not result in the Lenders being in violation of Regulation U. The Administrative Agent shall not be required to execute any release instruments on terms which, in the Administrative Agent's ’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's ’s lien on the proceeds of sale of such Collateral. (c) If all outstanding Loans and other Obligations have been paid in full and no Letters of Credit are outstanding, the Revolving Loan Commitments have terminated or have been reduced to zero pursuant to Section 2.2, and, subject to Section 10.1(d), all Lender Hedging Agreements have terminated, the Lenders hereby instruct the Canadian Administrative Agent and the Administrative Agent to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve Borrower of any obligation to make any payments to the Canadian Administrative Agent, the Administrative Agent or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination. Notwithstanding the foregoing, if such Liens also secure the obligations under the U.S. Credit Agreement, such Liens may not be released unless permitted by the terms of U.S. Credit Agreement. (d) Notwithstanding any provision herein to the contrary, if the Revolving Loan Commitments as herein defined and as defined in the U.S. Credit Agreement have been terminated, no Letters of Credit hereunder or under the U.S. Credit Agreement are outstanding, and the only outstanding Obligations as herein defined and as defined in the U.S. Credit Agreement are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent and the Canadian Administrative Agent will, and are hereby authorized to, (A) release the Liens created under the Loan Documents, and (B) release the Parent Guaranty and all Guaranties executed by the MarkWest Inc. Operating Subsidiaries, provided, that contemporaneously with such release, (i) the Parent executes a guaranty agreement covering the obligations of the MarkWest Inc. Operating Subsidiaries that are parties to such Lender Hedging Agreements, such guaranty to be in form and substance satisfactory to the Lender(s) or its Affiliates that are parties to such Lender Hedging Agreements (the "Lender Counterparties"), and (ii) each of the Borrower and the Parent (A) executes a margin agreement in form and substance acceptable to such Lender Counterparties and (B) provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties; and provided further, the Borrower acknowledges that if such Liens and/or Guaranties also secure the Obligations under the U.S. Credit Agreement, such Liens and Guaranties may not be released unless permitted by the U.S. Credit Agreement. Any release under this Section 10.1(d) must be in writing and signed by the Administrative Agent or the Canadian Administrative Agent, as applicable.

Waivers, Amendments, Release of Collateral, etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section SECTION 10.1, change the definition of "Required LendersREQUIRED LENDERS," increase any Commitment Amount (except as set forth in Section SECTION 2.5.1) or the Percentage of any Lender, reduce any fees 77 described in Article ARTICLE III, change the schedule of reductions to the Commitments provided for in SECTION 2.2.2, release any material portion of the Collateral, except as set forth in Section SECTION 9.8 and Sections SECTIONS 10.1(b), (c) and (d) or otherwise specifically provided in any Loan Document, release any material Guarantor (except as provided in Section SECTION 10.1(d)), or extend any Revolving Loan Commitment Termination Date, shall be made without the consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Canadian Administrative Agent or the Administrative Agent, shall be made without consent of the Canadian Administrative Agent or the Administrative Agent, as applicable; or (e) affect adversely the interests, rights or obligations of an Issuer in its capacity as such, shall be made without consent of such Issuer or (f) increase, maintain, or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement or this Agreement, as applicable, without the consent of the Lenders or increase, maintain, or decrease the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement)Issuer. No failure or delay on the part of any the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Canadian Administrative Agent or the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (b) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, and (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. In addition, if the Borrower or any of its Subsidiaries own any Margin Stock at the time of the requested release, then together with such request for release, the Borrower shall present a certificate in form and substance satisfactory to the Administrative Agent, setting forth calculations demonstrating compliance with Regulation U and, if required by the Administrative Agent, an opinion of counsel stating that the requested release, if made, will not result in the Lenders being in violation of Regulation U. The Administrative Agent shall not be required to execute any release instruments on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's lien on the proceeds of sale of such Collateral. (c) If all outstanding Loans and other Obligations have been indefeasibly paid in full and no Letters of Credit are outstanding, the Revolving Loan Commitments have terminated or have been reduced to zero pursuant to Section SECTION 2.2, and, subject to Section SECTION 10.1(d), all Lender Hedging Agreements have terminated, the Administrative Agent agrees to, and the Lenders hereby instruct the Canadian Administrative Agent and the Administrative Agent to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve the Borrower of any obligation to make any payments to the Canadian Administrative Agent, the Administrative Agent or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination. Notwithstanding the foregoing, if such Liens also secure the obligations under the U.S. Canadian Credit Agreement, such Liens may not be released unless permitted by the terms of U.S. the Canadian Credit Agreement. (d) Notwithstanding any provision herein to the contrary, if the Revolving Loan Commitments as herein defined and as defined in the U.S. Canadian Credit Agreement have been terminated, no Letters of Credit hereunder or under the U.S. Canadian Credit Agreement are outstanding, and the only outstanding Obligations as herein defined and as defined in the U.S. Canadian Credit Agreement are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent and the Canadian Administrative Agent will, and are is hereby authorized to, (A) release the Liens created under the Loan Documents, Documents and (B) release the Parent Guaranty and all Guaranties executed by Subsidiaries of the MarkWest Inc. Operating SubsidiariesBorrower, provided, that contemporaneously with such release, (i) the Parent executes Borrower (and, if applicable, the Subsidiary that is a guaranty agreement covering the obligations of the MarkWest Inc. Operating Subsidiaries that are parties party to such Lender Hedging Agreements, such guaranty to be in form and substance satisfactory to the Lender(s) or its Affiliates that are parties to such Lender Hedging Agreements (the "Lender Counterparties"), and (ii) each of the Borrower and the Parent (A) executes a margin agreement in form and substance acceptable to such Lender(s) (or its Affiliates) that are parties to such Lender Counterparties Hedging Agreements (the "LENDER COUNTERPARTIES") and (B) provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a Subsidiary of the Borrower but the Borrower is not a party thereto, the Borrower executes a guaranty covering such Subsidiary's obligations thereunder, such guaranty to be in form and substance satisfactory to the Lender Counterparties; and provided further, PROVIDED FURTHER the Borrower acknowledges that if such Liens liens and/or Guaranties also secure the Obligations obligations under the U.S. Canadian Credit Agreement, such Liens and Guaranties may not be released unless permitted by the U.S. terms of the Canadian Credit Agreement. Any release under this Section SECTION 10.1(d) must be in writing and signed by the Administrative Agent or the Canadian Administrative Agent, as applicable.

Waivers, Amendments, Release of Collateral, etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, change the definition of "Required Lenders," increase any the Revolving Loan Commitment Amount (except as set forth in Section 2.5.1) or the Percentage of any Lender, reduce any fees described in Article III, change the schedule of reductions to the Revolving Loan Commitment provided for in Section 2.2.2, release any material portion of the Collateral, except as set forth in Section 9.8 and Sections 10.1(b), (c) and (d) or otherwise specifically provided in any Loan Document, release any material Guarantor (except as provided in Section 10.1(d)), or extend any the Revolving Loan Commitment Termination Date, shall be made without the consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Canadian Administrative Agent or the Administrative Agent, shall be made without consent of the Canadian Administrative Agent or the Administrative Agent, as applicable; (e) affect adversely the interests, rights or obligations of an Issuer in its capacity as such, shall be made without consent of such Issuer or (f) increase, maintain, or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement or this Agreement, as applicable, without the consent of the Lenders or increase, maintain, or decrease the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement)Lenders. No failure or delay on the part of any the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Canadian Administrative Agent or the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (b) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, and (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. In addition, if the Borrower or any of the MarkWest Inc. Operating Subsidiaries own any Margin Stock at the time of the requested release, then together with such request for release, the Borrower shall present a certificate in form and substance satisfactory to the Administrative Agent, setting forth calculations demonstrating compliance with Regulation U and, if required by the Administrative Agent, an opinion of counsel stating that the requested release, if made, will not result in the Lenders being in violation of Regulation U. The Administrative Agent shall not be required to execute any release instruments on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's lien on the proceeds of sale of such Collateral. (c) If all outstanding Loans and other Obligations have been indefeasibly paid in full and no Letters of Credit are outstanding, the Revolving Loan Commitments have terminated or have been reduced to zero pursuant to Section 2.2, and, subject to Section 10.1(d), all Lender Hedging Agreements have terminated, the Administrative Agent agrees to, and the Lenders hereby instruct the Canadian Administrative Agent and the Administrative Agent to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve the Borrower of any obligation to make any payments to the Canadian Administrative Agent, the Administrative Agent or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination. Notwithstanding the foregoing, if such Liens also secure the obligations under the U.S. Canadian Credit Agreement, such Liens may not be released unless permitted by the terms of U.S. the Canadian Credit Agreement. (d) Notwithstanding any provision herein to the contrary, if the Revolving Loan Commitments as herein defined and the Commitments as defined in the U.S. Canadian Credit Agreement have been terminated, no Letters of Credit hereunder or under the U.S. Canadian Credit Agreement are outstanding, and the only outstanding Obligations as herein defined and as defined in the U.S. Canadian Credit Agreement are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent and the Canadian Administrative Agent will, and are is hereby authorized to, (A) release the Liens created under the Loan Documents, Documents and (B) release the Parent Guaranty and all Guaranties executed by the MarkWest Inc. Operating Subsidiaries, provided, that contemporaneously with such release, (i) the Parent executes a guaranty agreement covering the obligations of Borrower (and, if applicable, the MarkWest Inc. Operating Subsidiaries Subsidiary that are parties is a party to such Lender Hedging Agreements, such guaranty to be ) (A) executes a margin agreement in form and substance satisfactory acceptable to the such Lender(s) (or its Affiliates Affiliates) that are parties to such Lender Hedging Agreements (the "Lender Counterparties"), and (ii) each of the Borrower and the Parent (A) executes a margin agreement in form and substance acceptable to such Lender Counterparties and (B) provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a MarkWest Inc. Operating Subsidiary but the Borrower is not a party thereto, the Borrower executes a guaranty covering such MarkWest Inc. Operating Subsidiary's obligations thereunder, such guaranty to be in form and substance satisfactory to the Lender Counterparties; and provided further, further the Borrower acknowledges that if such Liens liens and/or Guaranties also secure the Obligations obligations under the U.S. Canadian Credit Agreement, such Liens and Guaranties may not be released unless permitted by the U.S. terms of the Canadian Credit Agreement. Any release under this Section 10.1(d) must be in writing and signed by the Administrative Agent or the Canadian Administrative Agent, as applicable.