Sandpiper Project In-Service Date Transactions Clause Samples

Sandpiper Project In-Service Date Transactions. On the Sandpiper Project In-Service Date, the Company and the Members (as applicable) shall take such actions as are necessary to effect the following transactions: (a) All of the outstanding Class B Units held by Enbridge and Williston will be converted into Class A Units, as contemplated by Section 3.01(h). (b) Williston shall make a cash contribution to the Company in an amount equal to the Growth Capital Project Reimbursement Amount, as contemplated by Section 5.02(d) (and, for the avoidance of doubt, Williston shall not be issued any Units in respect of such contribution). (c) The Company shall distribute to Enbridge an amount equal to the Growth Capital Project Reimbursement Amount, as contemplated by Section 7.01(e). (d) Unless otherwise determined with Super-Majority Management Committee Approval, the Company shall use commercially reasonable efforts to maintain a revolving credit facility of a size and upon terms as are commercially advisable in the discretion of the Management Committee (with Super-Majority Management Committee Approval) (the “Revolver”), which shall become effective on the Sandpiper Project In-Service Date; provided, however, that each of the Members shall be entitled, in lieu of seeking funds from any third-party lender, to fund its proportionate share (based on such Member’s Class A Percentage Interest on the Sandpiper Project In-Service Date) of the Revolver on terms that are commercially reasonable and consistent with market terms at the time the Revolver is to become effective. The Company shall be responsible for all costs, expenses, and fees associated with the establishment and maintenance of the Revolver. Each Member shall use commercially reasonable efforts to cooperate, and shall use commercially reasonable efforts to cause its respective officers, employees and advisors, including legal and accounting personnel, to cooperate, with the Company and the other Member and their respective representatives in connection with the arrangement of the Revolver. Notwithstanding the foregoing, in no event shall either Member be required to (i) collateralize or secure the Revolver with any assets or businesses owned by such Member (other than the Assets and businesses of the Company and such Member’s Equity Interests in the Company) or (ii) provide a guaranty with respect to any obligations or liabilities under the Revolver.
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