Common use of Additional Project Documents Clause in Contracts

Additional Project Documents. Other than (x) Permitted Commodity Hedge Agreements, (y) any joint operating agreement or joint development agreement entered into in connection with any Gas Property owned or acquired by GasCo in respect of which the Co-Borrowers have delivered to the Administrative Agent at least 10 Banking Days prior to execution and delivery thereof (or, if such joint operating agreement or joint development agreement is in substantially the same form as the Joint Development Agreement or Joint Operating Agreement, as applicable, in effect as of the Closing Date, within 10 Banking Days following the execution and delivery thereof), a true and correct copy of such agreement, together with a certificate of a Responsible Officer of GasCo certifying that the execution, delivery and performance of such agreement and the transactions contemplated thereby (1) are in the best interests of the Project, (2) are not materially adverse to the interests of the Secured Parties to the extent such agreement relates to a Gas Property owned on the Closing Date (or a Gas Property received as consideration in connection with a transfer or other disposition of a Gas Property owned on the Closing Date) and (3) would not reasonably be expected to have a Material Adverse Effect, and (z) those agreements described on Exhibit G-8 or as otherwise expressly provided in the Credit Documents, (a) without the prior written consent of Administrative Agent as directed in writing by the Required Lenders, which consent and direction shall not be unreasonably withheld or delayed, no Co-Borrower shall enter into, become a party to, or become liable under any Additional Project Document, or permit any counterparty to any existing Project Document to enter into on behalf of such Co-Borrower any agreement, other than any Additional Project Document, which, directly or indirectly through the reimbursement of costs, (i) provides for the payment by such Co-Borrower of, or the provision to such Co-Borrower of such goods and services with a value of, $5,750,000 or less per annum, (ii) provides for payment of Emergency Operating Costs, (iii) is a Replacement Project Document, and (b) without the prior written consent of the Required Lenders, no Co-Borrower shall enter into any Major Project Document. Notwithstanding anything to the contrary herein, nothing in this Section 6.17 shall limit any Co-Borrower’s ability to enter into any agreement which is expressly permitted or is entered into to document or give effect to any transaction expressly permitted or required under any provision of the Credit Documents.

Additional Project Documents. Other than (x) Permitted Commodity Hedge AgreementsThe Borrower shall not, (y) any joint operating agreement or joint development agreement entered into in connection with any Gas Property owned or acquired by GasCo in respect of which the Co-Borrowers have delivered to the Administrative Agent at least 10 Banking Days prior to execution and delivery thereof (or, if such joint operating agreement or joint development agreement is in substantially the same form as the Joint Development Agreement or Joint Operating Agreementshall cause White Cliffs not to, as applicable, in effect as of the Closing Date, within 10 Banking Days following the execution and delivery thereof), a true and correct copy of such agreement, together with a certificate of a Responsible Officer of GasCo certifying that the execution, delivery and performance of such agreement and the transactions contemplated thereby (1) are in the best interests of the Project, (2) are not materially adverse to the interests of the Secured Parties to the extent such agreement relates to a Gas Property owned on the Closing Date (or a Gas Property received as consideration in connection with a transfer or other disposition of a Gas Property owned on the Closing Date) and (3) would not reasonably be expected to have a Material Adverse Effect, and (z) those agreements described on Exhibit G-8 or as otherwise expressly provided in the Credit Documents, (a) without the prior written consent of Administrative Agent as directed in writing by the Required Lenders, which consent and direction shall not be unreasonably withheld or delayed, no Co-Borrower shall enter into, become a party to, or become liable under any Additional Project DocumentDocument or any document, agreement or permit any counterparty contract with the Unrestricted Subsidiary unless the Required Lenders have provided prior written consent (such consent not to any existing be unreasonably withheld or delayed) to such Group Member entering into such Additional Project Document to enter into on behalf of (including any additional Throughput Agreement) or document, agreement or contract with the Unrestricted Subsidiary; provided, however, that no such Co-Borrower any agreement, other than any Additional Project Document, which, directly or indirectly through the reimbursement of costs, (i) provides for the payment by such Co-Borrower of, or the provision to such Co-Borrower of such goods and services with a value of, $5,750,000 or less per annum, (ii) provides for payment of Emergency Operating Costs, (iii) is a Replacement Project Document, and (b) without the prior written consent of the Required LendersLenders shall be required for (i) any Additional Project Document that is an additional Throughput Agreement (other than a Base Throughput Agreement) if such additional Throughput Agreement (A) such additional Throughput Agreement is for a term of one (1) year or less (including all extension options), no Co-(B) such additional Throughput Agreement satisfies the requirements for a Throughput Agreement as set forth in the definition thereof, (C) such additional Throughput Agreement is not being entered into in replacement of any Base Throughput Agreement, and (D) is on terms fair and reasonable to and in the best interest of such Group Member and could not reasonably be expected to have a Material Adverse Effect, as certified by a Responsible Officer of the Borrower or (ii) any Additional Project Document of White Cliffs that is a contract, letter agreement or other instrument for the performance of routine service or maintenance of the Pipeline System if (A) such additional contract or agreement is for a term of one (1) year or less (including all extension options), (B) the costs to be incurred under such contract or agreement are included in the Annual Operating Budgets or are necessary to immediately address an emergency condition so as to comply with this Agreement, and (C) such contract or agreement is on terms fair and reasonable to and in the best interest of White Cliffs and could not reasonably be expected to have a Material Adverse Effect. The Required Lenders shall enter into use commercially reasonable efforts to respond to any Major Project Document. Notwithstanding anything to the contrary herein, nothing in request for consent under this Section 6.17 8.16 within ten (10) days, but failure to respond within such ten (10) day period shall limit any Co-Borrower’s ability to enter into any agreement which is expressly permitted or is entered into to document or give effect to any transaction expressly permitted or required under any provision of the Credit Documentsnot be deemed as consent.

Additional Project Documents. Other than (x) Permitted Commodity Hedge AgreementsThe Company acknowledges that it has collaterally assigned all of its right, (y) any joint operating agreement or joint development agreement entered into title and interest in connection with any Gas Property owned or acquired by GasCo in respect of which the Co-Borrowers have delivered and to each Project Document to the Administrative Agent at least 10 Banking Days prior to execution and delivery thereof (or, if such joint operating agreement or joint development agreement is in substantially the same form as the Joint Development Agreement or Joint Operating Agreement, as applicable, in effect as of the Closing Date, within 10 Banking Days following the execution and delivery thereof), a true and correct copy of such agreement, together with a certificate of a Responsible Officer of GasCo certifying that the execution, delivery and performance of such agreement and the transactions contemplated thereby (1) are in the best interests of the Project, (2) are not materially adverse Trustee pursuant to the interests of the Secured Parties to the extent such agreement relates to a Gas Property owned on Security Agreement. The Company covenants and agrees that it shall not enter into any Additional Project Document after the Closing Date (or a Gas Property received as consideration in connection with a transfer or other disposition of a Gas Property owned on the Closing Date) and (3) would not reasonably be expected to have a Material Adverse Effect, and (z) those agreements described on Exhibit G-8 or as otherwise expressly provided in the Credit Documents, (a) without the prior written consent of Administrative Agent as directed in writing by the Required Lenders, which consent and direction shall not be unreasonably withheld or delayed, no Co-Borrower shall enter into, become a party to, or become liable under any Additional Project Document, or permit any counterparty to any existing Project Document to enter into on behalf of such Co-Borrower any agreement, other than any Additional Project Document, which, directly or indirectly through the reimbursement of costs, (i) provides for the payment by such Co-Borrower of, or the provision to such Co-Borrower of such goods and services with a value of, $5,750,000 or less per annum, (ii) provides for payment of Emergency Operating Costs, (iii) is a Replacement Project Document, and (bDocument in accordance with Section 5.15(g)(i) hereof without the prior written consent of the Required LendersTrustee (acting at the direction of the Majority Bondholders). With respect to any Replacement Project Document or other Additional Project Document with respect to which the Trustee has given such consent, no Co-Borrower the following shall enter into apply: (a) the Trustee shall be designated as a “notice party” under such Additional Project Document to receive any Major notices of default provided thereunder (and the Company shall notify the other parties to any such Additional Project Document of any change of name or address of the Trustee), (b) such Additional Project Document shall become subject to the Liens granted under the applicable Security Documents (c) the Company shall have delivered to the Trustee a direct agreement substantially in the form of Exhibit D attached hereto executed by each party to such Additional Project Document. Notwithstanding anything to the contrary herein, nothing in this Section 6.17 (d) such Additional Project Document shall limit any Co-Borrower’s ability to enter into any agreement which is expressly permitted or is have been entered into to document or give effect to any transaction expressly permitted or required under any provision in the normal course of operations and maintenance of the Credit DocumentsProject (which may include agreements for the purchase of supplies and commodities that are contemplated in the Annual Budget and the Maintenance Plan) and (e) such Additional Project Document does not result in the Company incurring liabilities that are not contemplated in the Annual Budget or the Maintenance Plan, other than customary indemnities of the nature ordinarily found in such agreements.

Additional Project Documents. Other than (x) Permitted Commodity Hedge Agreements, (y) any joint operating agreement or joint development agreement entered into in connection with any Gas Property owned or acquired by GasCo in respect of which the Co-Borrowers have delivered to the Administrative Agent at least 10 Banking Days prior to execution and delivery thereof (or, if such joint operating agreement or joint development agreement is in substantially the same form as the Joint Development Agreement or Joint Operating Agreement, as applicable, in effect as of the Closing Date, within 10 Banking Days following the execution and delivery thereof), a true and correct copy of such agreement, together with a certificate of a Responsible Officer of GasCo certifying that the execution, delivery and performance of such agreement and the transactions contemplated thereby (1) are in the best interests of the Project, (2) are not materially adverse to the interests of the Secured Parties to the extent such agreement relates to a Gas Property owned on the Closing Date (or a Gas Property received as consideration in connection with a transfer or other disposition of a Gas Property owned on the Closing Date) and (3) would not reasonably be expected to have a Material Adverse Effect, and (z) those agreements described on Exhibit G-8 or as otherwise expressly provided in the Credit Documents, (a) without the prior written consent of Administrative Agent as directed in writing by the Required Lenders, which consent and direction shall not be unreasonably withheld or delayed, no Co-Borrower shall enter into, become a party to, or become liable under any Additional Project Document, or permit any counterparty to any existing Project Document to enter into on behalf of such Co-Borrower any agreement, other than any Additional Project Document, which, directly or indirectly through the reimbursement of costs, (i) provides for the payment by such Co-Borrower of, or the provision to such Co-Borrower of such goods and services with a value of, $5,750,000 5,000,000 or less per annum, (ii) provides for payment of Emergency Operating Costs, (iii) is a Replacement Project Document, and (b) without the prior written consent of the Required Lenders, no Co-Borrower shall enter into any Major Project Document. Notwithstanding anything to the contrary herein, nothing in this Section 6.17 shall limit any Co-Borrower’s ability to enter into any agreement which is expressly permitted or is entered into to document or give effect to any transaction expressly permitted or required under any provision of the Credit Documents.

Additional Project Documents. Other than The Borrower shall not enter into any Project Document, or accept the contribution of any Charging Stalls or reimburse the Eligible Project Costs thereof after the Effective Date, unless (xi) Permitted Commodity Hedge Agreements, (y) any joint operating agreement the Borrower or joint development agreement entered into in connection with any Gas Property owned or acquired by GasCo in respect of which the Co-Borrowers have delivered to the Administrative Agent at least 10 Banking Days prior to execution and delivery thereof (or, if such joint operating agreement or joint development agreement is in substantially the same form as the Joint Development Agreement or Joint Operating AgreementSponsor, as applicable, in effect as of has made all commercially reasonable efforts to cause such Project Documents or the Closing DateProject Documents related to such Charging Stalls, within 10 Banking Days respectively, to satisfy the following the execution and delivery thereof), a true and correct copy of such agreement, together with a certificate of a Responsible Officer of GasCo certifying that the execution, delivery and performance of such agreement and the transactions contemplated thereby requirements: (1A) are in the best interests case of the Project, (2) Major Project Documents that are not materially adverse Site Leases, such Major Project Documents include the provisions substantially in the form set forth in Part B of Schedule 1.03 (Project Document Provisions) or such other form satisfactory to the interests Guarantor; (B) in the case of Site Leases that are Major Project Documents, such Site Leases include the Secured Parties provisions substantially in the form set forth in Part C of Schedule 1.03 (Project Document Provisions) or such other form satisfactory to the Guarantor; or (C) in the case of each other Project Document, such Project Documents include the provisions substantially in the form set forth in Part A of Schedule 1.03 (Project Document Provisions) or such other form satisfactory to the Guarantor, and (ii) in each case, such Project Document does not include any terms that explicitly contravene the terms described in clause (i) above, provided that such Project Document may include terms with respect to warranty and Site Lease term period obligations that deviate from the relevant terms in Schedule 1.03 (Project Document Provisions) to the extent the Borrower has provided evidence to the Guarantor that it has made all commercially reasonable efforts to cause such agreement relates Project Documents to satisfy the requirements in Schedule 1.03 (Project Document Provisions) with respect to warranty and Site Lease term period obligations. unless a Gas Property owned on Direct Agreement, in form and substance satisfactory to the Closing Date (or a Gas Property received as consideration Guarantor, has been delivered in connection with a transfer or other disposition of a Gas Property owned on the Closing Date) and (3) would not reasonably be expected to have a Material Adverse Effect, and (z) those agreements described on Exhibit G-8 or as otherwise expressly provided in the Credit Documents, (a) without the prior written consent of Administrative Agent as directed in writing by the Required Lenders, which consent and direction shall not be unreasonably withheld or delayed, no Co-Borrower shall enter into, become a party to, or become liable under any Additional such Project Document, or permit any counterparty to any existing Project Document to enter into on behalf of such Co-Borrower any agreement, other than any Additional Project Document, which, directly or indirectly through the reimbursement of costs, (i) provides for the payment by such Co-Borrower of, or the provision to such Co-Borrower of such goods and services with a value of, $5,750,000 or less per annum, (ii) provides for payment of Emergency Operating Costs, (iii) is a Replacement Project Document, and (b) without the prior written consent of the Required Lenders, no Co-Borrower shall enter into any Major Project Document. Notwithstanding anything to the contrary herein, nothing in this Section 6.17 shall limit any Co-Borrower’s ability to enter into any agreement which is expressly permitted or is entered into to document or give effect to any transaction expressly permitted or required under any provision of the Credit Documents.