Common use of Prohibited Contracts Clause in Contracts

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (iv) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA.

Prohibited Contracts. No Loan Party will enter into any Contractual Obligation (other than this Agreement, the other Loan Documents and the Dominion Merger Agreement) that limits the ability (i) of any Subsidiary to make Restricted Payments to any other Loan Party or to otherwise transfer property to any other Loan Party, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person, provided, however, that (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on clauses (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance shall not prohibit restrictions or restriction with respect to a Subsidiary conditions imposed pursuant to a merger agreement or by an agreement entered into for the sale related to secured Indebtedness permitted by this Agreement if such restrictions or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect conditions apply only to the above clauses (i)(4) and clause (iv) only, (i) any property securing such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunderIndebtedness; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they terms are delivered or furnished to it, excluding firm transportation contracts entered into defined in the ordinary course Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of business. No a Restricted Person will amend or permit any amendment Subsidiary in excess of a percentage of the consolidated “Total Assets” of such Restricted Subsidiary and its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%; Table of Contents (e) clause (iii) shall not be deemed to any contract or lease which releasesprohibit a Contractual Obligation contained in documentation governing unsecured Indebtedness of Restricted Subsidiaries; provided: (1) such Indebtedness is permitted under Section 7.01 and (2) the documentation governing such unsecured Indebtedness provides that if such unsecured Indebtedness shall be secured, qualifies, limits, makes contingent or otherwise detrimentally affects such Contractual Obligation contained in such documentation shall not prohibit the rights Obligations from being secured equally and benefits of Administrative Agent or any Lender under or acquired ratably with such Indebtedness pursuant to any Security Documents. No ERISA Affiliate will incur any obligation documentation in form and substance reasonably satisfactory to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA.the Administrative Agent; and

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant to Administrative Agent and Lenders liens Liens on its Propertyassets, except: (Ai) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (Bii) with respect to the above clauses (i)(4) and clause (ivii) only, (iA) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (iiB) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iiiC) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (ivD) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (vE) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, Person so acquired; and (viF) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' ’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "“take-or-pay" ” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA.Security

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests Equity Interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant to Administrative Agent and the Lenders liens Liens on its Propertyassets, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (ivii) above only, (i) any such encumbrance or restriction consisting of customary nonassignment non-assignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien Liens described in clause (d) or (h) of the definition of Permitted LienLiens, limiting Liens on the property subject to such Permitted LienLiens; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' ’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "“take-or-pay" ” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "“multiemployer plan" ” as defined in Section 4001 of ERISA.

Prohibited Contracts. Borrowers will not (anor will they permit any other Credit Party to) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract contractual or other consensual restriction on (i) the ability of any Subsidiary of a Borrower to to: (1a) pay dividends or make other distributions to Borrowerthe Credit Parties, (2b) to redeem equity interests held in it by Borrowerother Credit Parties, or (3c) to repay loans and other indebtedness owing by it to Borrowerthe Credit Parties: except (i) restrictions contained in this Agreement or the other Loan Documents, or (4) to transfer any of its assets to Borrower or (ii) restrictions existing on the ability of date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Permitted Indenture, the indenture governing the Initial Permitted Senior Notes, or in any Restricted Person other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement taken as a whole are not materially less favorable to grant the Lenders (as reasonably determined by the Administrative Agent and Lenders liens on its Propertyin advance) than the restrictions contained in, except: until the Initial Permitted Senior Notes are issued, the Permitted Existing Indenture and, thereafter, the indenture governing the Initial Permitted Senior Notes, (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (Biv) with respect to the above clauses (i)(4) and clause (iv) only, (i) any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such encumbrance Subsidiary’s organizational documents or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting pursuant to any joint venture agreement or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the equity holders agreement, lease or license or the property leased, or licensed thereunder; (iiv) customary restrictions contained in asset sale agreements limiting any agreement in effect at the transfer of time any Person becomes a Subsidiary, so long as such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or agreement was not entered into in contemplation of such acquisition)Person becoming a Subsidiary, which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and other customary provisions (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive with respect to the disposition restrictions referred to in clauses (a) through (c) above than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiariesrefinancing Credit Parties. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA.

Prohibited Contracts. (a) Except as expressly provided for in -------------------- the Loan DocumentsDocuments and as described in the Disclosure Schedule, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Plains MLP, including but not limited to US Borrower, Term Borrower, Canadian Revolver Borrower to and any Subsidiary of such Persons to: (1a) pay dividends or make other distributions to US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, (2b) to redeem equity interests held in it by US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, (3c) to repay loans and other indebtedness owing by it to US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, or (4d) to transfer any of its assets to US Borrower, Term Borrower, Canadian Revolver Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (iv) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Plains MLP. No Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services service regardless of whether they are delivered or furnished to it, excluding firm transportation it other than contracts entered into for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of business. No Restricted Persons will amend, modify or release any of the Affiliate Agreements. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA that is subject to Title IV of ERISA.

Prohibited Contracts. No Loan Party will enter into any Contractual Obligation (other than this Agreement and other Loan Documents) that limits the ability (i) of any Subsidiary to make Restricted Payments to any other Loan Party or to otherwise transfer property to any other Loan Party, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person, provided, however, that (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on clauses (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance shall not prohibit restrictions or restriction with respect to a Subsidiary conditions imposed pursuant to a merger agreement or by an agreement entered into for the sale related to secured Indebtedness permitted by this Agreement if such restrictions or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect conditions apply only to the above clauses (i)(4) and clause (iv) only, (i) any property securing such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunderIndebtedness; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they terms are delivered or furnished to it, excluding firm transportation contracts entered into defined in the ordinary course Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of business. No a Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects Subsidiary in excess of a percentage of the rights consolidated “Total Assets” of such Restricted Subsidiary and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in Section 4001 of ERISA.the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%;

Prohibited Contracts. (a) Except as expressly provided for in the Loan DocumentsCredit Documents and as described in the Disclosure Schedule, no Restricted Person Credit Party will, directly or indirectly, enter into, create, create or otherwise allow to exist any contract or other consensual restriction on (i) arrangement restricting the ability of any Subsidiary of EOTT MLP, including but not limited to any Borrower to Party to: (1i) pay dividends or make other distributions to Borrowerdistributions, (2ii) to purchase or redeem equity interests held in it by Borrowerany Borrower Party or EOTT MLP, (3iii) to repay loans and other indebtedness Indebtedness owing by it to BorrowerBorrower or EOTT MLP, or (4iv) to transfer any of its assets to any Borrower Party or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance EOTT MLP or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (iv) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect create, incur, assume or suffer to a Person acquired by Borrower or exist any of Lien upon its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of to secure the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person Obligations. No Credit Party will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which that obligates it to pay for such goods or services service regardless of whether they are delivered or furnished to it, excluding firm transportation it other than contracts entered into for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of business. No Restricted Person Credit Party will amend amend, modify, or permit any amendment or modification to (i) its partnership agreement, limited liability company agreement, certificate of formation, certificate of incorporation or other organizational document, as applicable, (ii) the EOTT MLP Senior Notes Indenture, or (iii) any contract or lease which that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of the Administrative Agent or any other Lender Party under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA that is subject to Title IV of ERISA. No Credit Party shall prepay the principal of, or purchase, redeem or otherwise acquire or retire for value, any of the EOTT Senior Notes.

Prohibited Contracts. (a) Except as expressly provided for in the Loan DocumentsDocuments and as described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Plains MLP, including but not limited to US Borrower, Term Borrower, Canadian Revolver Borrower to and any Subsidiary of such Persons to: (1a) pay dividends or make other distributions to US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, (2b) to redeem equity interests held in it by US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, (3c) to repay loans and other indebtedness owing by it to US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, or (4d) to transfer any of its assets to US Borrower, Term Borrower, Canadian Revolver Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (iv) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Plains MLP. No Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services service regardless of whether they are delivered or furnished to it, excluding firm transportation it other than contracts entered into for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of business. No Restricted Persons will amend, modify or release any of the Affiliate Agreements. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA that is subject to Title IV of ERISA.

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant Administrative to Agent and Lenders liens Liens on its Propertyassets , except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (ivii) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' ’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "“take-or-pay" ” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "“multiemployer plan" ” as defined in Section 4001 of ERISA.

Prohibited Contracts. No Loan Party will enter into any Contractual Obligation (other than this Agreement and other Loan Documents) that limits the ability (i) of any Subsidiary to make Restricted Payments to any other Loan Party or to otherwise transfer property to any other Loan Party, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person, provided, however, that (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on clauses (i) the ability of any Subsidiary of Borrower to (1) pay dividends or make other distributions to Borrower, (2) to redeem equity interests held in it by Borrower, (3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance shall not prohibit restrictions or restriction with respect to a Subsidiary conditions imposed pursuant to a merger agreement or by an agreement entered into for the sale related to secured Indebtedness permitted by this Agreement if such restrictions or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect conditions apply only to the above clauses (i)(4) and clause (iv) only, (i) any property securing such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunderIndebtedness; (ii) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (iii) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they terms are delivered or furnished to it, excluding firm transportation contracts entered into defined in the ordinary course Questar Gas 2012 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of business. No a Restricted Person will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects Subsidiary in excess of a percentage of the rights consolidated “Total Assets” of such Restricted Subsidiary and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in Section 4001 of ERISA.the Questar Gas 2012 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%;