Common use of Approval of Additional Contracts Clause in Contracts

Approval of Additional Contracts. Without the prior written consent of the Majority Lenders, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any Additional Contract, other than (a) contracts entered into by the Company in the ordinary course of business of performing Project Activities to the extent that (i) they are entered into on commercially reasonable terms, (ii) amounts payable thereunder are provided for in the then current Project Budget or Operating Budget, from Capacity Commitments made by customers seeking interim capacity prior to completion of the Project, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements or from Permitted Sources, and (iii) the execution, delivery and performance thereof could not reasonably be expected to have a Material Adverse Effect, (b) contracts entered into by the Company in order to effectuate the provisions of Section 6.15, PROVIDED such contracts are consistent with the terms of Section 6.15 and (c) any replacement Facilities Management Agreements entered into with the consent of the Administrative Agent in accordance with Section 6.11(a). At the time any Additional Contract is entered into the Company will deliver a copy thereof to the Administrative Agent. If the prior written consent of the Majority Lenders is required for any Additional Contract, upon such consent and at the request of the Administrative Agent, the Company shall use its best efforts to obtain and deliver to the Administrative Agent a consent to assignment with respect to such Additional Contract, in form and substance reasonably satisfactory to the Administrative Agent. 116

Approval of Additional Contracts. Without the prior written consent of the Majority Lenders, the Company Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any Additional Contract, other than (a) Capacity Sales Agreements entered into by the Borrower in accordance with Section 6.13, (b) contracts entered into by the Company Borrower in the ordinary course of business of performing Project Activities to the extent that (i) they are entered into on commercially reasonable terms, (ii) amounts payable thereunder are provided for in the then current Project Operating Budget or Operating Budget, from Capacity Commitments made by customers seeking interim capacity prior to completion of the Project, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements or from Permitted Sources, and (iii) the execution, delivery and performance thereof could not reasonably be expected to have a Material Adverse EffectEffect and could not reasonably be expected to have an adverse effect (other than a temporary or minor adverse effect) on the continued use, operation or maintenance of the Project, (bc) contracts entered into by the Company Borrower in order to effectuate the provisions of Section 6.156.16, PROVIDED such contracts are consistent with the terms of Section 6.15 6.16 and (cd) any replacement Facilities Management Agreements Maintenance Zone Agreement entered into with the consent of the Administrative Agent in accordance with Section 6.11(a). At the time any Additional Contract is entered into (other than Capacity Sales Agreements) the Company Borrower will deliver a copy thereof to the Administrative Agent. If the prior written consent of the Majority Lenders is required for any Additional Contract, upon such consent and at the request of the Administrative Agent, the Company Borrower shall use its best efforts to obtain and deliver to the Administrative Agent a consent to assignment with respect to such Additional Contract, in form and substance reasonably satisfactory to the Administrative Agent. 116.

Approval of Additional Contracts. Without the prior written consent of the Majority Lenders, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any Additional Contract, other than (a) contracts entered into by the Company (and/or any of its Subsidiaries) with an Affiliate thereof in connection with the performance of any Project Activities, provided such contracts are consistent with the terms of this Agreement, (b) contracts entered into by the Company (and/or any of its Subsidiaries) in the ordinary course of business of (including the Transfer Agreement, the Cable Station Agreements and the Backhaul Agreements) relating to performing Project Activities to the extent that (i) they are entered into on commercially reasonable terms, (ii) amounts payable 108 thereunder are (x) provided for in the then current Project Budget or Operating Budget, (y) from Capacity Commitments made by customers seeking interim capacity prior to completion of the Project; PROVIDED, provided, howeverHOWEVER, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements Agreements, or (z) from Permitted Sources, and (iii) the execution, delivery and performance thereof could not reasonably be expected to have a Material Adverse Effect, and (bc) contracts entered into by the Company in order to effectuate the provisions of Section 6.15, PROVIDED such contracts are consistent with the terms of Section 6.15 and (c) any replacement Facilities Management Agreements entered into with the consent of the Administrative Agent in accordance with Section 6.11(a)6.15. At the time any Additional Contract is entered into the Company will deliver a copy thereof to the Administrative Agent. If the prior written consent of the Majority Lenders is required for any Additional Contract, upon such consent and at the request of the Administrative Agent, the Company shall use its best efforts to obtain and deliver to the Administrative Agent a consent to assignment with respect to such Additional Contract, in form and substance reasonably satisfactory to the Administrative Agent. 116.

Approval of Additional Contracts. Without the prior written consent of the Majority Lenders, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any Additional Contract, other than (a) contracts entered into by the Company in the ordinary course of business of performing Project Activities to the extent that (i) they are entered into on commercially reasonable terms, (ii) amounts payable thereunder are provided for in the then current Project Budget or Operating Budget, from Capacity Commitments made by customers seeking interim capacity prior to completion of the Project, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements or from Permitted Sources, and (iii) the execution, delivery and performance thereof could not reasonably be expected to have a Material Adverse Effect, (b) contracts entered into by the Company in order to effectuate the provisions of Section 6.15, PROVIDED provided such contracts are consistent with the terms of Section 6.15 and (c) any replacement Facilities Management Agreements entered into with the consent of the Administrative Agent in accordance with Section 6.11(a). At the time any Additional Contract is entered into the Company will deliver a copy thereof to the Administrative Agent. If the prior written consent of the Majority Lenders is required for any Additional Contract, upon such consent and at the request of the Administrative Agent, the Company shall use its best efforts to obtain and deliver to the Administrative Agent a consent to assignment with respect to such Additional Contract, in form and substance reasonably satisfactory to the Administrative Agent. 116.