Material Projects. Not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for such Material Project) not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall deliver to the Administrative Agent a certificate setting forth a summary of such Material Project and the calculation for the proposed investment in such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts), all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a Material Project EBITDA Adjustment with respect to a Material Project, then, after the Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the proposed adjustment to be added to EBITDA, supporting information regarding pro forma projected amounts related thereto and any assumptions relating thereto), all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries shall not be required to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery of any Material Project EBITDA Adjustment for any Material Project that is not a Capital Project.
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Material Projects. Not less than 15 days (or such shorter period as is acceptable i) With respect to any Material Project, the Administrative Agent in its reasonable following adjustments (the “Material Project EBITDA Adjustments”) may be made, at the Borrower’s discretion, to Adjusted Consolidated EBITDA:
(A) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for of such Material ProjectProject (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion percentage of such Material Project as of the date of determination) not less than 15 days (or such shorter period as is acceptable of an amount to be approved by the Administrative Agent as the projected Adjusted Consolidated EBITDA attributable to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined based upon projected revenues from customer contracts, projected revenues that are determined by the Administrative Agent, in its reasonable discretion) prior , to otherwise be highly probable, the creditworthiness and applicable projected production of the prospective customers, capital and other costs, operating and administrative expenses, scheduled Commercial Operation Date, commodity price assumptions and other factors deemed appropriate by the Administrative Agent), may be added, at the Borrower’s option, to actual Adjusted Consolidated EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each required date fiscal quarter thereafter until the Commercial Operation Date of delivery such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any compliance certificate pursuant actual Adjusted Consolidated EBITDA attributable to Section 6.1(csuch Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the Borrowers foregoing amount shall deliver be reduced for quarters ending after the scheduled Commercial Operation Date to (but excluding) the Administrative Agent a certificate setting forth a summary first full quarter after the actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 50%, and (iii) longer than 180 days, 100%; and
(B) beginning with the first full fiscal quarter following the Commercial Operation Date of such Material Project and the calculation for the proposed investment two (2) immediately succeeding fiscal quarters, an amount equal to the projected Adjusted Consolidated EBITDA attributable to such Material Project for the balance of the four (4) full fiscal quarter period following such Commercial Operation Date, may be added, at the Borrower’s option, to actual Adjusted Consolidated EBITDA for such fiscal quarters.
(ii) Notwithstanding anything else contained in this Section 9.01(e),:
(A) no Material Project EBITDA Adjustment shall be allowed with respect to any Material Project unless at least thirty (30) days prior to the last day of the fiscal quarter for which the Borrower desires to commence inclusion of such Material Project EBITDA Adjustment in Adjusted Consolidated EBITDA with respect to a Material Project (the “Initial Quarter”), the Borrower shall have delivered to the Administrative Agent written pro forma projections of Adjusted Consolidated EBITDA attributable to such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to such other documentation as the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is may reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts)request, all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a ,
(B) no Material Project EBITDA Adjustment shall be allowed with respect to a Material Project, then, after the any Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable unless prior to the last day of the Initial Quarter, the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the proposed adjustment have approved (such approval not to be added to EBITDA, supporting unreasonably withheld) such projections and shall have received such other information regarding pro forma projected amounts related thereto and any assumptions relating thereto)documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything ,
(C) the aggregate amount of all Material Project EBITDA Adjustments with respect to the contrary herein, the Borrowers and their Subsidiaries a particular Material Project shall not exceed twenty percent (20%) of the capital cost of such Material Project, and
(D) the aggregate amount of all Material Project EBITDA Adjustments during any period shall be required limited to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery fifteen percent (15%) of the total actual Adjusted Consolidated EBITDA for such period (which total actual Adjusted Consolidated EBITDA shall be determined without including any Material Project EBITDA Adjustment for any Material Project that is not a Capital ProjectAdjustments).
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Material Projects. Not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for such Material Project) not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall deliver to the Administrative Agent a certificate setting forth a summary of such Material Project and the calculation for the proposed investment in such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts), all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a Material Project EBITDA Adjustment with respect to a Material Project, then, after the Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the proposed adjustment to be added to EBITDA, supporting information regarding pro forma projected amounts related thereto and any assumptions relating thereto), all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries shall not be required to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery pre‑delivery of any Material Project EBITDA Adjustment for any Material Project that is not a Capital Project.
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Material Projects. Not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for such Material Project) not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall deliver to the Administrative Agent a certificate setting forth a summary of such Material Project and the calculation for the proposed investment in such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts), all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a Material Project EBITDA Adjustment with respect to a Material Project, then, after the Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the proposed adjustment to be added to EBITDA, supporting information regarding pro forma projected amounts related thereto and any assumptions relating thereto), all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries shall not be required to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery of any Material Project EBITDA Adjustment for any Material Project that is not a Capital Project.
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Material Projects. Not less (i) With respect to any Material Project, the following adjustments (the “Material Project EBITDA Adjustments”) may be made, at the Borrower’s discretion, to Consolidated EBITDA:
(A) not more than 15 90 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for of such Material ProjectProject (but including the fiscal quarter in which such Commercial Operation Date occurs) not less than 15 days and upon at least 75% completion of any Material Project supported by fee-based contracts with committed throughput volumes, a percentage (or based on the then-current completion percentage of such shorter period Material Project as is acceptable of the date of determination) of an amount to be approved by the Administrative Agent as the projected Consolidated EBITDA attributable to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined based upon projected revenues from customer contracts, projected revenues that are determined by the Administrative Agent, in its reasonable discretion) prior , to otherwise be highly probable, the creditworthiness and applicable projected production of the prospective customers, capital and other costs, operating and administrative expenses, scheduled Commercial Operation Date, commodity price assumptions and other factors deemed appropriate by the Administrative Agent), may be added, at the Borrower’s option, to actual Consolidated EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each required date fiscal quarter thereafter until the Commercial Operation Date of delivery such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any compliance certificate pursuant actual Consolidated EBITDA attributable to Section 6.1(csuch Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the Borrowers foregoing amount shall deliver be reduced for quarters ending after the scheduled Commercial Operation Date to (but excluding) the Administrative Agent a certificate setting forth a summary first full quarter after the actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (1) 60 days or less, 0%, (2) longer than 60 days, but not more than 90 days, 50%, and 3) longer than 90 days, 100%; and
(B) beginning with the first full fiscal quarter following the Commercial Operation Date of such Material Project and the calculation for the proposed investment two (2) immediately succeeding fiscal quarters, an amount equal to the projected Consolidated EBITDA attributable to such Material Project for the balance of the four (4) full fiscal quarter period following such Commercial Operation Date, may be added, at the Borrower’s option, to actual Consolidated EBITDA for such fiscal quarters.
(ii) Notwithstanding anything else contained in this Section 9.01(e):
(A) no Material Project EBITDA Adjustment shall be allowed with respect to any Material Project unless at least thirty (30) days prior to the last day of the fiscal quarter for which the Borrower desires to commence inclusion of such Material Project EBITDA Adjustment in Consolidated EBITDA with respect to a Material Project (the “Initial Quarter”), the Borrower shall have delivered to the Administrative Agent written pro forma projections of Consolidated EBITDA attributable to such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to such other documentation as the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is may reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts)request, all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a ,
(B) no Material Project EBITDA Adjustment shall be allowed with respect to a Material Project, then, after the any Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable unless prior to the last day of the Initial Quarter, the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the proposed adjustment have approved (such approval not to be added to EBITDA, supporting unreasonably withheld) such projections and shall have received such other information regarding pro forma projected amounts related thereto and any assumptions relating thereto)documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything ,
(C) the aggregate amount of all Material Project EBITDA Adjustments with respect to the contrary herein, the Borrowers and their Subsidiaries a particular Material Project shall not exceed twenty percent (20%) of the capital cost of such Material Project, and
(D) the aggregate amount of all Material Project EBITDA Adjustments during any period shall be required limited to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery ten percent (10%) of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall be determined without including any Material Project EBITDA Adjustment for any Material Project that is not a Capital ProjectAdjustments).
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