Common use of Prohibited Contracts Clause in Contracts

Prohibited Contracts. Except as expressly provided for in the Loan Documents 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 the ability of any Subsidiary of Borrower to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, or (d) transfer any of its assets to Borrower. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the Obligations. 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity or for services in either case reasonably anticipated to be utilized 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 that is subject to Title IV of ERISA.

Prohibited Contracts. Except as expressly provided for in --------------------- the Loan Documents 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 the ability of any Subsidiary of Plains MLP, including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Plains MLP, (b) redeem equity interests held in it by BorrowerBorrower or Plains MLP, (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Plains MLP, or (d) transfer any of its assets to Borrower. No Restricted Person will, directly Borrower or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the ObligationsPlains 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 service regardless of whether they are delivered or furnished to it other than contracts 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. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleDocuments, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Plains MLP, including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Plains MLP, (b) redeem equity interests held in it by BorrowerBorrower or Plains MLP, (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Plains MLP, or (d) transfer any of its assets to Borrower. No Restricted Person will, directly Borrower or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the ObligationsPlains 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity it. No Restricted Persons will amend, modify or for services in either case reasonably anticipated to be utilized in release any of the ordinary course of businessAffiliate 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. Except as expressly provided for in the Loan Documents 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 the ability of any Subsidiary of Plains MLP, including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Plains MLP, (b) redeem equity interests held in it by BorrowerBorrower or Plains MLP, (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Plains MLP, or (d) transfer any of its assets to Borrower. No Restricted Person will, directly Borrower or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the ObligationsPlains 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity it. No Restricted Persons will amend, modify or for services in either case reasonably anticipated to be utilized in release any of the ordinary course of businessAffiliate 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. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleDocuments, no Restricted Person none of Borrower or its Subsidiaries will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower toBorrower: (a) to pay dividends or make other distributions to Borrower, (b) to redeem equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except restrictions arising under farmout agreements and similar agreements relating to the development of oil and gas properties with respect to preferential rights to purchase oil and gas properties, required third party consents to assignments of contracts relating to oil and gas properties, and similar agreements of general applicability contained in operating agreements, farmouts, farmins, joint exploration and development agreements and other agreements customary in the oil and gas industry. No Restricted Person will, directly None of Borrower or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the Obligations. No Restricted Person Subsidiaries 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity it. None of Borrower or for services in either case reasonably anticipated to be utilized in the ordinary course of business. No Restricted Person its Subsidiaries 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 Collateral Documents. No ERISA Affiliate None of Borrower or its Subsidiaries 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“Multiemployer Plan”.

Prohibited Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleSchedule 7.10, no Restricted Person Loan Party will, directly or indirectly, enter into, create, or otherwise allow to exist any contract Contractual Obligation or other consensual restriction on the ability of any Subsidiary of Genesis Energy, L.P., including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Genesis Energy, L.P., (b) redeem equity interests Equity Interests held in it by BorrowerBorrower or Genesis Energy, L.P., (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Genesis Energy, L.P., or (d) transfer any of its assets to Borrower. Borrower or Genesis Energy, L.P. No Restricted Person Loan Party will, directly or indirectly, enter into, create, or otherwise allow to exist any contract Contractual Obligation or other consensual restriction on the ability of any Restricted Person Loan Party to create Liens on any of its assets or property to secure the Obligations. No Restricted Person Loan Party 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of business. No Restricted Person Loan Party will amend or permit any amendment to any contract Contractual Obligation 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. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleDocuments, no Restricted Person will, directly or indirectly, enter into, create, create or otherwise allow to exist any contract contractual restriction or other consensual restriction (other than under the Loan Documents or any agreements relating to Capital Lease Obligations or purchase money obligations permitted by this Agreement) on the ability of any Subsidiary of Borrower Restricted Person to: (a) pay dividends or make other distributions to Borrower, any other Restricted Person; (b) to redeem equity interests Equity held in it by Borrower, any other Restricted Person; (c) to repay loans and other indebtedness owing by it to Borrower, any other Restricted Person; or (d) to transfer any of its assets to Borrower. No any other Restricted Person willPerson, directly other than, in each case, (i) any prohibition or indirectly, enter into, createlimitation that exists pursuant to the applicable requirements of a Governmental Authority, or otherwise allow to exist (ii) any contract customary provisions in leases, licenses and similar contracts as they affect any property or other consensual restriction on Lien subject to, or the ability of any Restricted Person to create Liens on any of its assets assignment of, such lease, license or property to secure the Obligationssimilar contract. No Restricted Person 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 service regardless of whether they are delivered or furnished to it it, except reservation, commitment, standby and other than contracts for pipeline capacity or for services in either case similar fees reasonably anticipated to be utilized incurred in the ordinary course of businessbusiness (but excluding any such fees under any “take-or-pay” or similar contracts). No Restricted Person will amend or permit any amendment to any contract or lease which that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the any material rights and benefits of Administrative Agent or any Lender Lenders under or acquired pursuant to any Security DocumentsDocument. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA that is Multiemployer Plan or any plan subject to Title IV Section 4064 of ERISA.

Prohibited Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleDocuments, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower toBorrower: (a) to pay dividends or make other distributions to Borrower, (b) to redeem equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower. No Restricted Person willBorrower except, directly or indirectlyin the case of this clause (d), enter into, create, or otherwise allow restrictions arising under agreements governing Permitted Liens and under agreements relating to exist any contract or other consensual restriction on sales of assets to the ability of any Restricted Person to create Liens on any of its assets or property to secure the Obligationsextent such sales are permitted under Section 7.5. 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of businessit. 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. Except as expressly provided for in -------------------- the Loan Documents 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 the ability of any Subsidiary of Plains MLP, including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Plains MLP, (b) redeem equity interests held in it by BorrowerBorrower or Plains MLP, (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Plains MLP, or (d) transfer any of its assets to Borrower. No Restricted Person will, directly Borrower or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the ObligationsPlains 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 service regardless of whether they are delivered or furnished to it other than contracts 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. Except as expressly provided for in the Loan Documents 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 the ability of any Subsidiary of Genesis Energy, L.P., including but not limited to Borrower and any Subsidiary of Borrower to: (a) pay dividends or make other distributions to BorrowerBorrower or Genesis Energy, L.P., (b) redeem equity interests held in it by BorrowerBorrower or Genesis Energy, L.P., (c) repay loans and other indebtedness owing by it to BorrowerBorrower or Genesis Energy, L.P., or (d) transfer any of its assets to Borrower. Borrower or Genesis Energy, L.P. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the Obligations. 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity or for services in either case reasonably anticipated to be utilized 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 that is subject to Title IV of ERISA.

Prohibited Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure ScheduleDocuments, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract contractual restriction or other consensual restriction (other than under the Loan Documents or any agreements relating to Capital Lease Obligations or purchase money obligations permitted by this Agreement) on the ability of any Subsidiary of Borrower Restricted Person to: (a) pay dividends or make other distributions to Borrower, any other Restricted Person; (b) to redeem equity interests Equity held in it by Borrower, any other Restricted Person; (c) to repay loans and other indebtedness owing by it to Borrower, any other Restricted Person or (d) to transfer any of its assets to Borrower. No any other Restricted Person willPerson, directly other than, in each case, (i) any prohibition or indirectly, enter into, createlimitation that exists pursuant to the applicable requirements of a Governmental Authority, or otherwise allow to exist (ii) any contract customary provisions in leases, licenses and similar contracts as they affect any property or other consensual restriction on Lien subject to, or the ability of any Restricted Person to create Liens on any of its assets assignment of, such lease, license or property to secure the Obligationssimilar contract. No Restricted Person 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 service regardless of whether they are delivered or furnished to it other than (it being understood that usual and customary obligations pursuant to commodity offload agreements shall not constitute “take-or-pay” contracts for pipeline capacity or for services in either case reasonably anticipated to and shall not be utilized in the ordinary course of businessprohibited by this Section 5.10). No Restricted Person will amend or permit any amendment to any contract or lease which that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the any material rights and benefits of Administrative Agent or any Lender Lenders 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 ERISADocument.

Prohibited Contracts. Except as expressly provided for in the Loan Credit 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 arrangement restricting the ability of any Subsidiary of EOTT MLP, including but not limited to any Borrower Party to: (ai) pay dividends or make other distributions to Borrowerdistributions, (bii) purchase or redeem equity interests held in it by Borrowerany Borrower Party or EOTT MLP, (ciii) repay loans and other indebtedness Indebtedness owing by it to BorrowerBorrower or EOTT MLP, or (div) transfer any of its assets to Borrower. No Restricted Person will, directly any Borrower Party or indirectly, enter into, EOTT MLP or (v) create, incur, assume or otherwise allow suffer to exist any contract Lien upon its property or other consensual restriction on the ability of any Restricted Person to create Liens on any of its assets or property to secure the Obligations. No Restricted Person 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 service regardless of whether they are delivered or furnished to it other than contracts 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. Except as expressly provided for in the Loan Documents and as described in or the Disclosure ScheduleSecond Lien Indenture (other than with respect to clause (v)), no Restricted Person Loan Party nor any of its respective Subsidiaries will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower Loan Party or its respective Subsidiaries to: (ai) pay dividends or make other distributions to any Borrower, (bii) to redeem equity interests held in it by any Borrower, (ciii) repay loans and other indebtedness owing by it to any Borrower, or (div) transfer any of its assets to Borrowerany Borrower or (v) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent for the benefit of the Secured Parties in any Property of a Loan Party other than customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business consistent with past practice (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be). No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Restricted Person to create Liens on Loan Party nor any of its assets or property to secure the Obligations. No Restricted Person respective Subsidiaries 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 service regardless of whether they are delivered or furnished to it other than contracts for pipeline capacity or for services in either case reasonably anticipated to be utilized in the ordinary course of businessit. No Restricted Person Loan Party nor any of its respective Subsidiaries will enter into, create, allow to exist, amend or permit any amendment to any contract contract, consensual restriction 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 Multiemployer Plan or any plan subject to Title IV Section 4064 of ERISA.