Common use of Restrictions on Certain Actions Clause in Contracts

Restrictions on Certain Actions. If, and only if, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (b) Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Company.

Restrictions on Certain Actions. If, and only if, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date None of the Waiver until the Expiration Date, the GroupStockholders, without the prior written consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar)Board, will not, nor will it permit any Affiliate toshall: (a) Acquire solicit or permit any person over whom or which such Stockholder has control (other than through stock splits a "Controlled Person") to solicit, or stock dividends)encourage or assist any Associate, directly partner or indirectly or in conjunction Affiliate of such Stockholder to solicit, proxies with or through respect to any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of New Common Stock or any other securities of Cedar the Company entitled to vote generally for the election of directors or otherwise (“"Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (b") Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “"participant” ," or permit any Controlled Person, or encourage or assist any Associate, partner or Affiliate of such Stockholder to become a "participant," in any “"election contest” relating to the election of directors of Cedar " (as such terms are used in Rule 14a-11 of Regulation 14A under the Act)) relating to the election or removal of directors of the Company; (cb) Deposit deposit, or permit any Controlled Person or encourage or assist any associate, partner or affiliate of such Stockholder to deposit, any Voting Securities in a voting trusttrust or similar arrangement, or subject subject, or permit any Controlled Person or encourage or assist any associate, partner or affiliate of such Stockholder to subject, any Voting Securities to a voting or similar agreement; (dc) Directly or indirectly or through take any action alone or in conjunction concert with any other person to acquire or entityaffect the control of the Company or, engage in a tender directly or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarindirectly, participate in, or engage in encourage the formation of, any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Company; and (d) for so long as the Stockholder has a designee on the Board, sell or purchase any securities of the Company without fully complying with the Company's xxxxxxx xxxxxxx policies and procedures. A Controlling Person, a Stockholder, and a Stockholder's designee on the Board, shall not be precluded by this Section 3 from acting in such person's capacity as a Board member.

Restrictions on Certain Actions. If(a) For a period ending on the third anniversary of the Closing Date, and only ifexcept as provided in Section 9.3, Section 9.6(b) or Section (c), the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the GroupPurchaser, without the prior consent of Cedar’s the Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of CedarCompany (excluding the director designated by the Purchaser), will not, nor will it permit any Affiliate affiliate of the Purchaser to: (ai) Acquire acquire (other than through a stock splits split, stock dividend, reorganization, recapitalization, merger, consolidation or stock dividendsother distribution made to holders of Common Stock of the Company), directly or indirectly or in conjunction with or through any other person or entityperson, by purchase or otherwise, Beneficial Ownership beneficial ownership of any additional shares of Common Stock Shares or any other securities of Cedar entitled to vote generally for the election of directors Company (the “Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (bii) Directly directly or indirectly or through any other person or entityperson, solicit proxies with respect to Voting Securities under any circumstance; circumstances or become a “participant” in any “election contest” relating to the election of directors of Cedar the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided that the foregoing shall not be deemed to prohibit (a) Purchaser from voting (or casting a written consent solicited by the Company) regarding its shares of Common Stock in the manner it deems appropriate or (b) Purchaser’s designee on the Board of Directors of the Company from participating in board deliberations, subject to compliance with the Company’s governing documents; (ciii) Deposit deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (div) Directly directly or indirectly or through or in conjunction with any other person or entityperson, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarthe Company, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar the Company without the prior approval of Cedarthe Company; or (ev) Become a member take any action alone or in concert with any other person to acquire or change the control of a Section 13(d) the Company or, directly or indirectly, participate in, or encourage the formation of, any group that is seeking to obtain or take control of the Company. (b) Notwithstanding the provisions of Section 9.6(a), the Purchaser shall be permitted to acquire additional shares of Common Stock in the open market in an amount sufficient so as to maintain its Percentage Interest if the Shares owned by it and its affiliates come to represent less than its Percentage Interest as a result of (i) the issuance, grant or sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement adopted by the Company, (ii) the issuance of securities by the Company in connection with an acquisition, merger, joint venture, or sale or purchase of assets, (iii) any Common Stock issuable upon the redemption of outstanding Units in the Operating Partnership, or (iv) a Non Eligible Public Offering; provided, however, that notwithstanding anything to the contrary contained in this Agreement, if at any time or from time to time the Purchaser does not elect to purchase its Percentage Interest of New Securities as provided in Section 9.3, then the Percentage Interest shall automatically be reduced each such time to be calculated on a fully diluted basis at the time of each closing of the sale of New Securities. (c) Notwithstanding the provisions of subsection (a) of this Section 9.6 in the event that a public tender offer is made for the Company and not withdrawn or in the event that the Board of Directors of the Company announces (i) a recommended sale or merger transaction or (ii) a process to solicit proposals to acquire or merge with the Company, then the restrictions contained in Section 9.6(a) shall no longer apply and the Purchaser will not be contractually restricted in any way from acquiring additional securities of the Company or making an offer to acquire the Company or taking any other actions that would otherwise be prohibited under Section 9.6(a). Notwithstanding anything to the contrary in this Section 9.6, nothing shall prevent the Purchaser from making a confidential proposal to the Board of Directors of the Company relating to an offer for the Company’s Securities or assets or another business combination or strategic transaction involving the Purchaser (or an affiliate of the Purchaser) and the Company.

Restrictions on Certain Actions. IfFor any period during which the Investor owns beneficially and/or of record, 20% or more of the outstanding shares of Common Stock and only ifthe Gazit-Globe Group holds a majority interest in the Corporation, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the GroupInvestor may not, without the prior written consent of Cedar’s the Corporation's Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate toDirectors: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly seek, or permit any person over whom or which such Investor has control (a "Controlled Person") to seek or encourage or assist any associate, partner or affiliate of the Investor to seek representation on the Board of Directors of the Corporation or otherwise seek to participate in conjunction or influence the Corporation's management, management decisions, operating policies, or governing corporate instruments; (b) instigate or join in any attempt to change the Corporation's management, management decisions, operating policies, governing corporate instruments or conduct of its business and affairs; (c) solicit or permit any Controlled Person to solicit, or encourage or assist any associate, partner or affiliate of the Investor to solicit proxies with or through respect to any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar the Corporation entitled to vote generally for the election of directors or otherwise (“"Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (b") Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; , or become a “"participant” ", or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of the Investor to become a "participant", in any “"election contest” " relating to the election of directors of Cedar the Corporation, changes in governing corporate instruments or otherwise (as such terms are used in Rule 14a-11 of Regulation 14A under the ActSecurities Act of 1933, as amended); (cd) Deposit deposit, or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of the Investor to deposit, any Voting Securities in a voting trusttrust or similar arrangement, or subject or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of such Investor to subject any Voting Securities to a voting or similar agreement; (de) Directly or indirectly or through take any action alone or in conjunction concert with any other person to acquire or entityaffect the control of the Corporation or, engage in a tender directly or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarindirectly, participate in, or engage in encourage the formation of, any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the CompanyCorporation; or (f) directly or indirectly seek to influence any of the Corporation's contractual relationships, whether orally, in writing or otherwise (including, without limitation, the Corporation's contractual relationships with its auditors, its investment bankers and its lenders).

Restrictions on Certain Actions. IfWithout limiting the generality of the foregoing, and only ifexcept as otherwise expressly provided in Section 5.13 and other provisions of this Agreement, prior to the Cedar Board of Directors has granted or grants the WaiverClosing, then from the effective date of the Waiver until the Expiration Date, the Groupno Seller shall, without the prior written consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate toBuyer: (a) Acquire make any material change in the ongoing operations of the Assets or the Stations, except as otherwise required by the Communications Act and applicable FCC Rules (and except that with FCC Consent, Xxxxx xxx take WSBS-CA off the air for any period of less than 12 consecutive months in order for WDLP to commence service of WDLP-CA, Channel 21 Miami from its new site); (b) except in the Ordinary Course of Business, create, incur, guarantee or assume any indebtedness for borrowed money in respect of the Stations or the Assets, which obligation will not be discharged on or before the Closing Date; (c) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereon other than through stock splits Encumbrances which will be released on or stock dividends)prior to the Closing; (d) sell, directly lease, transfer or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliatesotherwise dispose of, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions any of the preceding sentence, if Assets other than the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result disposition in the Group’s Beneficial Ownership exceeding 14% Ordinary Course of the outstanding Voting SecuritiesBusiness; (b) Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(dacquire or enter into any network affiliation agreement, time brokerage agreement, local marketing arrangements, joint brokerage agreements or similar contracts which will bind the Stations beyond the Closing Date except as specifically provided for herein; (f) group that is seeking amend, modify or change any existing material lease, contract, Permit or agreement relating to obtain or take control the Stations and constituting part of the Company.Assets, other than in the Ordinary Course of Business and except as specifically provided for herein or as may be required by order or regulation of the FCC; (g) acquire or enter into any new agreement or contract which will bind the Stations beyond the Closing Date except as specifically provided for herein; (h) permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies or liabilities related to the Stations, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Buyer;

Restrictions on Certain Actions. IfWithout limiting the generality of ------------------------------- Section 5.1, and only ifexcept as otherwise expressly provided in this Agreement, prior to the Cedar Board of Directors has granted or grants the WaiverClosing, then from the effective date of the Waiver until the Expiration Date, the GroupSeller shall not, without the prior written consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate toBuyer: (a) Acquire (mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than through stock splits those existing in connection with the Permitted Encumbrances; (b) sell, lease, transfer, or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliatesotherwise dispose of, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions any of the preceding sentenceAssets, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result other than in the Group’s Beneficial Ownership exceeding 14% ordinary course of the outstanding Voting Securities; (b) Directly or indirectly or through any other person or entity, solicit proxies business consistent with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act)past practice; (c) Deposit any Voting Securities in a voting trustregarding the Assets, enter into, or subject amend, modify, or change, any Voting Securities lease, contract, agreement, commitment, arrangement, or transaction related to a voting or similar agreementthe Call Center, except in the ordinary course of business consistent with past practice; (d) Directly delay payment of any account payable or indirectly other liability of such Seller beyond its due date or through the date when such liability would have been paid in the ordinary course of business consistent with past practice; (e) allow the levels of raw materials, work-in-process, finished goods, supplies, and other materials included in the Assets to vary in any material respect from the levels customarily maintained by Seller in the ordinary course of business consistent with past practice; (f) permit any current insurance or in conjunction with reinsurance policies to be canceled or terminated or any other person of the coverages thereunder to lapse if such policy covers Assets or entityinsures risks, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarcontingencies, or engage liabilities of Seller, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Buyer; (g) take any action that would or might make any of the representations or warranties of such Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any proxy solicitation of the conditions set forth in this Agreement not being satisfied; (h) enter into or amend any contract, agreement, or other activity with any other person commitment that would have a material adverse effect on the Assets or entity relating to Cedar without the prior approval of CedarCall Center; or (ei) Become a member of a Section 13(d) group that is seeking authorize or propose, or agree in writing or otherwise to obtain or take control take, any of the Companyactions described in this Section 5.2.

Restrictions on Certain Actions. IfOF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.4, except as listed in Schedule 5.5 and only ifexcept as otherwise expressly contemplated by this Agreement and the Other Transaction Documents, from and after the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver hereof and until the Expiration Closing Date, the Group, without the prior consent approval of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate toLa Grange: (a) Acquire (Except as set forth on Schedule 5.5, neither of the Heritage Parties nor Heritage GP shall agree to sell, transfer or otherwise dispose, or grant or agree to grant an option to purchase, sell, transfer, or otherwise dispose of any securities of any of the Heritage Entities other than through stock splits in connection with (i) any Heritage Plan, (ii) any employee benefit plan or stock dividends)other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, directly (iv) the issuance of Common Units as 42 contemplated by this Agreement; and (v) the issuance and/or sale of Common Units under an effective registration statement. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or indirectly shall cause or permit any of the Heritage Entities to: (i) make any expenditures outside the ordinary course of business consistent with past practice which, individually or in conjunction the aggregate, exceed $1,000,000 other than (A) expenditures contemplated by the annual budget adopted by the Heritage Entities for the year ending August 31, 2002 or, if applicable, August 31, 2003, and (B) expenditures made in connection with any Heritage Permitted Acquisition; (ii) make any material change in the ongoing operations of the Heritage Business except to the extent resulting from any Heritage Permitted Acquisition; (iii) create, incur, guarantee or through assume any indebtedness for borrowed money outside the ordinary course of business other person than indebtedness permitted under credit facilities of the Heritage Entities and indebtedness incurred under any new credit facilities entered into by the Heritage Entities to finance the cash portion of the Purchase Price; (iv) mortgage or entity, by purchase pledge any of the securities or otherwise, Beneficial Ownership assets of any additional shares of Common Stock the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other securities than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of Cedar entitled the Heritage Entities and (C) Encumbrances created pursuant to vote generally for loan documentation relating to any new credit facilities entered into by the election Heritage Parties to finance the cash portion of directors the Purchase Price; (“Voting Securities”)v) sell, if such acquisition would cause the Group and its Affiliateslease, transfer or otherwise dispose of, directly or indirectly, to Beneficially Own more than 14% any assets, except in the ordinary course of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentencebusiness consistent with past practice, if the number of outstanding Voting Securities is reduced for any reasonor sell, whether by repurchases by Cedar lease, transfer, or otherwise, the Group will not be required to otherwise dispose of any fixed assets which have a value, individually, in excess of $50,000 or, in the aggregate, in excess of $1,000,000; provided however, that any of the Heritage Entities may sell excess real property listed on Heritage's surplus property list or real property that does not generate EBITDA; (vi) amend, modify or change any existing lease or contract, other than in the ordinary course of the business consistent with past practice; (vii) waive, release, grant or transfer any rights of value relating to the Heritage Assets or the Heritage Business, other than in the ordinary course of business consistent with past practice; (viii) hire or promote from within any executive employees or, except in the ordinary course of business, hire any new employees or recall any laid off employees; (ix) delay payment of any account payable or other liability relating to the Heritage Business beyond the later of its holdings due date or the date when such liability would have been paid in the ordinary course of Voting Securities even business consistent with past practice, unless such delay is due to a good faith dispute as to liability or amount; (x) permit any current insurance or reinsurance or continuation coverage to lapse if such reduction policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in outstanding shares connection with any advance renewal or replacement of an existing insurance policy; (xi) except as set forth in this Section 5.5, take any action which would make any of the representations or warranties of any of the Heritage Parties untrue as of any time from the date of this Agreement to the date of the Closing, or would result in the Group’s Beneficial Ownership exceeding 14% any of the outstanding Voting Securitiesconditions set forth in this Agreement not being satisfied; (bxii) Directly agree in writing or indirectly otherwise take any of the actions described in this Section 5.5. (xiii) merge into or through with or consolidate with any other person corporation or entity, solicit proxies acquire all or substantially all of the business or assets of any corporation or other Person other than in connection with any Heritage Permitted Acquisition; (xiv) purchase any securities of any corporation or other Person other than in connection with any Heritage Permitted Acquisition; (xv) take any action or enter into any commitment with respect to Voting Securities under or in contemplation of any circumstance; liquidation, dissolution, recapitalization, reorganization, or become a “participant” in any “election contest” relating to other winding up of the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act)Business; (cxvi) Deposit declare any Voting Securities distribution or dividend of cash, property or securities, other than (A) regular quarterly cash distributions by Heritage MLP of Available Cash at a rate that is not in excess of $0.65 per Common Unit (with a voting trust, or subject any Voting Securities proportionate distribution to a voting or similar agreement; Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (dB) Directly or indirectly or through or distributions in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without respect of the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of CedarIncentive Distribution Rights; or (exvii) Become a member of a Section 13(d) group that is seeking to obtain enter into or take control any action in connection with xxxxxx, trades or swaps of any commodity, except in accordance with the CompanyHeritage Hedging Policy.

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision to ------------------------------- the contrary contained in this Indenture, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly unless the Indenture Trustee, as security assignee of the Owner Trustee, has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person or entityotherwise prevented from doing so by operation of law, solicit proxies to terminate the Lease and repossess the Equipment as provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than [90] days, and further provided that in the event the Lessee as debtor in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have assumed the Lease with the approval of the bankruptcy court having jurisdiction over such case, under Section 365 of the Bankruptcy Code or any amended or successor version thereof, and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing and no Indenture Event of Default unrelated to a Lease Event of Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Subject to Sections 4.4(a) and 4.4(b), nothing in this Section 4.4(c) shall prevent the Indenture Trustee from foreclosing or exercising such other remedies hereunder to the election extent the Lessee fails to comply with any provisions of directors any order issued in connection with the assumption of Cedar (as the Lease and the Indenture Trustee has been stayed or otherwise prevented from exercising such terms are used in Rule 14a-11 of Regulation 14A remedies under the Act); (c) Deposit any Voting Securities in Lease for a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval period of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Companynot less than [90] days.

Restrictions on Certain Actions. IfExcept as otherwise expressly provided in this Agreement, and only ifprior to the Closing, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the GroupSeller shall not, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate toBuyer: (a) Acquire Make any material change in the ongoing operations of the Assets or the Business; (b) Mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than through stock splits the Permitted Encumbrances; (c) Sell, lease, Transfer or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliatesotherwise dispose of, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions any of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (b) Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreementAssets; (d) Directly Enter into any contract, agreement, commitment, arrangement or indirectly transaction relating to the Business, except in the ordinary course of the Business consistent with past practice; (e) Amend, modify or through change any existing contract or agreement relating to the Business, other than in conjunction the ordinary course of the Business consistent with past practice; (f) Waive, release, grant or Transfer any rights of value relating to the Business, other person than in the ordinary course of the Business consistent with past practice; (g) Delay payment of any account payable or entityother liability of Seller relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (h) Permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, engage contingencies or liabilities of the Business, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated or lapsed are in a tender full force and effect and written copies thereof have been provided to Buyer; (i) Take any action which would or exchange offer for Cedar’s Voting Securities made by might make any other person of the representations or entity without warranties of Seller contained in this Agreement untrue or inaccurate as of any time from the prior approval date of Cedar, this Agreement to the Closing or engage would or might result in any proxy solicitation or any other activity with any other person or entity relating to Cedar without of the prior approval of Cedarconditions set forth in this Agreement not being satisfied; or (ej) Become a member of a Section 13(d) group that is seeking Authorize or propose, or agree in writing or otherwise to obtain or take control take, any of the Companyactions described in this Section.

Restrictions on Certain Actions. IfWithout limiting the generality or effect of Section 6.1, except as described in Article VII and Section 10.9, from and after the date of this Agreement and prior to the Closing, the Company will not, and only ifwill cause each of its Subsidiaries not to, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date take any of the Waiver until the Expiration Date, the Group, following actions without the prior written consent of Cedar’s Board of Directors Purchaser (specifically expressed which consent will not be unreasonably withheld, conditioned or delayed in a resolution adopted by a majority respect of the directors of Cedarmatters in clauses (f) through (r), will not, nor will it permit any Affiliate to:): (a) Acquire amend its Governing Documents; (other than through stock splits b) issue, sell or stock dividends)deliver any Company Securities or Subsidiary Securities; (c) redeem, directly purchase or indirectly otherwise acquire any of the Shares or in conjunction with or through any other person outstanding Company Securities or entitySubsidiary Securities or declare, by purchase set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, Beneficial Ownership in respect of any additional shares of Common Stock the Shares or any other Company Securities or Subsidiary Securities, other than in connection with the settlement of outstanding SARs granted under the SAR Plan to the extent any payments to settle such outstanding SARs are included in clause (i) of the definition of “Adjustments to Purchase Price”; (d) adjust, split, combine, subdivide or reclassify the Shares or any other Company Securities or Subsidiary Securities; (e) enter into any agreement with respect to the sale, voting, registration or repurchase of the Shares or any other Company Securities or Subsidiary Securities; (f) (i) (A) create, incur, guarantee or assume any indebtedness for borrowed money or (B) otherwise become liable or responsible for the obligations of any other Person, other than in the ordinary course of business, (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than employee advances in the ordinary course of business, (iii) pledge or otherwise encumber shares of capital stock or other equity securities of Cedar entitled the Company or any Subsidiary of the Company, (iv) mortgage or pledge any of the assets, tangible or intangible, of the Company or any Subsidiary of the Company (except for customary Liens contained in or arising under Oil and Gas Agreements binding on the Company or any Subsidiary of the Company with respect to vote generally amounts not yet due or not yet delinquent, and statutory Liens for amounts not yet due or not yet delinquent) or (v) enter into any new, or terminate any existing, Hedge arrangements except as otherwise agreed by Purchaser in writing; (i) except as may be required by applicable Law or the terms of the applicable Employee Benefit Plan, amend in any material respect or terminate any Employee Benefit Plan or adopt any material bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, or other employee benefit agreement, trust, plan, fund or other arrangement for the election benefit or welfare of directors any director, officer or employee, (“Voting Securities”)ii) materially increase in any manner the compensation or fringe benefits of any director, if such acquisition would cause officer or employee, (iii) pay to any director, officer or employee any material benefit not required by any Employee Benefit Plan or other agreement as in effect on the Group and its Affiliatesdate hereof or (iv) lower the retirement age for any employee for purposes of the Company’s retiree welfare programs; (h) acquire, sell, lease, transfer or otherwise dispose of, directly or indirectly, to Beneficially Own more than 14% any assets, except for (i) sales of all Voting Securities outstanding. Notwithstanding Hydrocarbons, entering into Leases, or acquisitions or sales of Properties, in each case, in the provisions ordinary course of business consistent with past practices, (ii) purchase or sales of inventory or equipment in the preceding sentenceordinary course of business; (iii) sales of excess or obsolete assets in the ordinary course of business; (iv) acquisitions of seismic, if the number of outstanding Voting Securities is reduced for any reasongeophysical, whether by repurchases by Cedar geotechnical or otherwisesimilar data; and (v) acquisitions, the Group will not be required to dispose sales, leases, transfers or dispositions of any of its holdings of Voting Securities even if such reduction in outstanding shares would result other assets not exceeding $10 million in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securitiesaggregate; (bi) Directly acquire (by merger, consolidation or indirectly acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or any division thereof; (j) except for capital expenditures related to an Emergency, an event of Force Majeure, or as required on a non-discretionary basis pursuant to the terms of any Lease or Oil and Gas Agreement, make any capital expenditure which is in excess of the amount contemplated by the 2012 capital expenditures budget and updates thereto through the date of this Agreement, as included in Section 6.2(j) of the Disclosure Schedule, by $10 million individually or $25 million in the aggregate; (k) make, change or revoke any other person Tax election except elections consistent with past practices and which are required to be made in connection with Tax Returns filed for any Tax period ending prior to the Closing Date, adopt or entitychange an annual accounting period, solicit proxies adopt or change any accounting method with respect to Voting Securities under Taxes, file any circumstance; amended Tax Return, enter into any closing agreement, settle or become a “participant” in compromise any “election contest” Proceeding with respect to any Tax claim or assessment relating to the election Company or any Subsidiary of directors the Company, surrender any right to claim a refund of Cedar Taxes, consent to any extension or waiver of the limitation period with respect to Taxes; (as such terms are l) change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in Rule 14a-11 generally accepted accounting principles; (m) except in the ordinary course of Regulation 14A business consistent with past practice (but only after consulting with Purchaser), enter into, renew, extend, amend in any material respect, or terminate any Material Contract or any contract that would be a Material Contract if in existence on the date hereof; (n) waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises not exceeding the amount for which an accounting reserve has been established by the Company, or that involve only the payment of monetary damages not in excess of (i) the amount accrued in respect thereof in the Audited Financial Statements or (ii) if not so accrued, $2.5 million individually or $10 million in the aggregate (excluding amounts to be paid under the Actinsurance policies); (co) Deposit any Voting Securities in except as herein contemplated, adopt a voting trustplan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or subject any Voting Securities to a voting or similar agreementother reorganization of such entity; (dp) Directly with respect to any material Lease or indirectly Well, voluntarily resign or through transfer operatorship, except in connection with dispositions of Leases or Xxxxx; (q) make any transfers of property or assets to any Affiliate of the Company, other than (i) intercompany transfers of properties and assets among the Company and its Subsidiaries (excluding Lone Star, Offshore and Concorde), (ii) transfers of cash among the Company and its Subsidiaries in conjunction the ordinary course of business consistent with past practice, and (iii) transfers in accordance with or related to the Gulf Coast and Offshore Reorganization and the Selling Stockholder Transaction, including settlement of any other person outstanding intercompany account balances; (r) authorize or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarpropose, or engage agree, in writing or otherwise, to take any proxy solicitation or any other activity with any other person or entity relating to Cedar without of the prior approval of Cedaractions described in this Section 6.2; or (es) Become intentionally take or omit any action that would (i) cause any representation or warranty made by the Company in this Agreement to be untrue, (ii) result in a member breach of any covenant made by the Company in this Agreement, or (iii) have a Section 13(d) group that is seeking to obtain or take control of the Company.Material Adverse Effect

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision of this Indenture to the contrary, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly (it being acknowledged that an Indenture Event of Default arising under Section 2.10(f) shall be deemed to occur solely as a result of an Event of Default under Section 14(k) of the Lease) unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person otherwise prevented from doing so by operation of law, to exercise one (or entitymore, solicit proxies as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating to event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days, and further provided that in the election of directors of Cedar (event the Lessee as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities debtor in a voting trustproceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have affirmed the Lease and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarthe bankruptcy court having jurisdiction over such case, or engage in any proxy solicitation under Section 365 of the Bankruptcy Code or any amended or successor version thereof, the Indenture Trustee shall refrain from so foreclosing or exercising such other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Companyremedies hereunder.

Restrictions on Certain Actions. IfWithout limiting the generality of Section 6.4, and only ifexcept as otherwise expressly provided in this Agreement, between the Cedar Board of Directors has granted or grants Execution Date and the Waiver, then from the effective date earlier of the Waiver until Closing Date and the Expiration Datetermination of this Agreement in accordance with Section 9.1, Seller will not and will cause the GroupAcquired Company and the Acquired Subsidiaries not to, in each case without the prior written consent of Cedar’s Board of Directors Purchaser (specifically expressed in a resolution adopted by a majority which shall not be unreasonably withheld, delayed or conditioned), take, consent to or allow any of the directors of Cedar), will not, nor will it permit any Affiliate tofollowing actions: (a) Acquire issue or sell any Equity Securities in Seller, the Acquired Company or any Acquired Subsidiary; (b) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of Seller, the Acquired Company or any Acquired Subsidiary; (c) amend any of their respective Governing Documents; (d) other than in the ordinary course of business consistent with past practice or other than any of the following that will terminate at Closing, (i) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber the Membership Interests or the Equity Securities of any of the Acquired Subsidiaries; or (iv) mortgage or pledge any of the Assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than through stock splits Permitted Liens); provided, however, that at or stock dividends)prior to Closing, directly the Acquired Company may loan the Partnership the Debt Payoff Amount and the Acquired Company and the Partnership may execute a promissory note (or indirectly similar instrument) evidencing the Partnership’s obligation to repay the Acquired Company the Debt Payoff Amount; (e) other than in the ordinary course of business consistent with past practice or in conjunction with as may be required by applicable Law or through any other person or entity, by purchase or otherwise, Beneficial Ownership pursuant to the terms of any additional shares Employee Plan or other employee benefit plan, policy, program, arrangement or agreement in effect on the date hereof, and provided that Seller provides prompt notice to Purchaser thereof, (i) enter into, adopt, materially amend or terminate any Employee Plan; (ii) materially increase the compensation or fringe benefits of Common Stock any officer or employee of the Acquired Company or the Acquired Subsidiaries (other than in connection with new hires or promotions); or (iii) pay to any officer or employee any material benefit not required by any Employee Plan or other securities employment or employee benefit plan, program, policy, arrangement or agreement in each case as in effect on the date hereof, provided, further, that this Section 6.5(e) shall not prohibit any amendment to an Employee Plan that applies broadly and on substantially the same basis to employees of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause Acquired Company and the Group Acquired Subsidiaries and Seller’s and its Affiliates’ other similarly situated employees; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any Assets, except for (i) sales of Hydrocarbons in the ordinary course of business consistent with past practice and (ii) sales to Beneficially Own more Persons other than 14% Seller or its Affiliates of all Voting Securities outstanding. Notwithstanding inventory and excess or obsolete assets in the provisions ordinary course of business consistent with past practice or personal property in the ordinary course of business consistent with past practice that is either replaced by equivalent property or normally consumed in the operation of the preceding sentenceBusiness; (g) acquire (by merger, if the number consolidation, or acquisition of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) enter into any lease, contract, agreement, commitment, arrangement, right-of-way, easement or transaction outside the Group will not ordinary course of business consistent with past practice, which would constitute a Company Contract or that would be required in breach of Section 4.7; (i) amend, modify, waive any material right or obligation under or transfer any material rights under any Company Contract, other than in the ordinary course of business consistent with past practice; (j) declare, set aside or pay any dividends, or make any distributions, in respect of their Equity Securities, or repurchase, redeem or otherwise acquire any such securities other than cash dividends or cash distributions by the Acquired Company or any of the Acquired Subsidiaries prior to dispose of Closing; (k) make any change in any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securitiespresent accounting methods and practices, except as required by GAAP; (bl) Directly in respect of Taxes of the Acquired Company, the Acquired Subsidiaries, the Business or indirectly the Assets, (i) make, change or through rescind any material election in respect of Taxes, (ii) adopt or change any material accounting method in respect of Taxes (other person than changes required by applicable Law), (iii) amend any material Tax Return, or entity(iv) settle or compromise any material claim, solicit proxies with notice, audit report or assessment in respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act)Taxes; (cm) Deposit make or commit to make any Voting Securities capital expenditures or capital additions other than as indicated or reserved for in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for CedarSeller’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedarexisting capital budget; or (en) Become a member of a Section 13(d) group that is seeking agree in writing or otherwise to obtain or take control any of the Companyactions described in this Section 6.5. In the event of an emergency, Seller or the Acquired Company may take such action or actions that are required in its discretion to preserve the Assets and the Business and shall notify Purchaser of such action promptly thereafter.

Restrictions on Certain Actions. IfBuyer agrees that, and only ifuntil October 1, the Cedar Board 2001, neither it nor any Affiliate or Associate of Directors has granted Buyer will, singly or grants the Waiver, then from the effective date as part of the Waiver until the Expiration Date, the a Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate todirectly or indirectly: (a) Acquire except as provided in Section 7, acquire or offer, make a proposal or agree to acquire (other than through stock splits whether publicly or stock dividendsotherwise), directly in any manner, any material assets of Seller or indirectly its subsidiaries or in conjunction with any equity securities of Seller or through any other person its subsidiaries (or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”thereof), if such acquisition would cause the Group and its Affiliatesexcept (1) pursuant to a stock split, directly stock dividend, recapitalization, reclassification or indirectly, similar transaction not effected pursuant to Beneficially Own more than 14% a violation of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securitiesthis Section 6.2; (b) Directly make or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating way propose or participate in any "solicitation" of "proxies" to the election of directors of Cedar vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any Person, other than Seller, with respect to the solicitation or voting of any Voting Securities of Seller in opposition to any matter that has been recommended by the Board or in favor of any matter that has not been approved by the Board, or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 of Regulation 14A under the Exchange Act)) with respect to Company except pursuant to the Stockholders Agreement; (c) Deposit form, be a member of, join or encourage the formation of, any Group with respect to any Voting Securities in a voting trust, of Seller or subject the acquisition of any Voting Securities to a voting or similar agreementassets of Seller; (d) Directly deposit any Voting Stock of Seller into a voting trust or indirectly subject any such Voting Stock to any arrangement or through agreement with respect to the voting thereof; (e) except as provided in Section 8, seek election to or in conjunction with seek to place a representative on the Board of Directors of Seller or seek the removal of any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without member of the prior approval Board of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval Directors of CedarSeller; or (ef) Become solicit, seek to effect, negotiate with or provide any information to any other party with respect to, or make any statement or proposal, whether written or oral, to the Board of Directors of Seller or otherwise make any public announcement or proposal whatsoever with respect to a member merger or acquisition of Seller, the sale of all or a Section 13(d) group that is seeking substantial portion of the assets of Seller and its subsidiaries, liquidation of Seller, recapitalization of Seller or similar business transactions with respect to obtain Seller or take control any action which might require either party to make a public announcement with respect to any such matters (the foregoing shall not limit Buyer from discussing any Third Party Acquisition Proposal with the Company). (a) of the CompanyExchange Act and the rules and regulations thereunder, in each case, as from time to time in effect, or any successor provisions or rules with respect thereto, or any other applicable law or rule or regulations of any governmental body.

Restrictions on Certain Actions. IfNotwithstanding anything to the contrary contained herein, and only if, neither a Member acting unilaterally nor the Cedar Board of Directors has granted or grants the Waiver, then from the effective date Manager may take any of the Waiver until following actions on behalf of the Expiration Date, the Group, Company without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority Approval of the directors of Cedar), will not, nor will it permit any Affiliate toMembers: (ai) Acquire execute or cause to be executed on behalf of the Company any lease of Company Property; (ii) sell or otherwise dispose of any Company Property or market or retain a broker to market or lease any Company Property; (iii) modify the Annual Operating Budget or make any capital expenditure except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for emergency repairs to a Company Property which, if not made, would thereafter materially injure the Company Property or the Company; (iv) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than through stock splits ordinary course employer or stock dividends)commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (v) directly or indirectly declare or make any distributions upon any of the Company’s Membership Interests except as otherwise set forth herein; (vi) enter into or make a amendment to or terminate any agreement, contract or commitment except as authorized in conjunction with or through an approved Annual Operating Budget; (vii) create any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock liens or any other securities encumbrances whatsoever upon any assets or properties of Cedar entitled to vote generally the Company or its Subsidiaries; (viii) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the election purpose of directors owning one or more Company Properties; (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly ix) amend or indirectly, terminate any agreement relating to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions a joint venture or a material business alliance of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar Company or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting SecuritiesSubsidiaries; (bx) Directly make any political or charitable contribution; (xi) enter into or consummate any transaction of the type contemplated or covered by Section 7.4; (xii) the retention on behalf of the Company of any accountant (other than PriceWaterhouseCoopers, which is agreed by the Members to be the accountant for the Company) or attorney for any material matter, the approval of any Company tax return or the making of any material tax election; (xiii) delegate authority to any Person to approve the taking of any action set forth above; (xiv) pledge a Subscription Agreement or the right to receive funds thereunder except in connection with the Credit Facility; (xv) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the tax status of the Company; (xvi) change the name of the Company; (xvii) change the Investment Criteria or Leasing Guidelines; (xviii) make any investment or acquire any material asset other than an Approved Investment; (xix) call for any Capital Contribution, except as authorized by the Members or by the express terms of this Agreement; (xx) directly or indirectly redeem, purchase or through otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company’s or any Subsidiary’s membership or partnership interests (including, in the case of Subsidiaries, warrants, options and other person or entity, solicit proxies with respect rights to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Actacquire membership interests ); (cxxi) Deposit authorize, issue, sell or enter into any Voting Securities in a voting trustagreement providing for the issuance (contingent or otherwise), or subject permit any Voting Securities of its Subsidiaries to a voting authorize, issue, sell or similar agreemententer into any agreement providing for the issuance (contingent or otherwise) of any membership interests or debt securities with equity features or securities exercisable or convertible into membership interests or debt securities with equity features; (dxxii) Directly merge or indirectly or through or in conjunction consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other person than a wholly owned Subsidiary); (xxiii) file a bankruptcy petition with respect to the Company or entityany of its Subsidiaries under any state or federal bankruptcy or similar law; (xxiv) liquidate, engage in a tender dissolve or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedareffect, or engage permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any proxy solicitation form of transaction; (xxv) borrow or guarantee Indebtedness; enter into or modify any term of the Credit Facility; make any draw under the Credit Facility or any replacement or renewal thereof; or create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts Approved therefor by the Members in one or more Approved Annual Operating Budgets; (xxvi) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other activity than a wholly owned Subsidiary), except for Short Term Investments. (xxvii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any other person Person (or entity relating any Affiliate thereof) who is an Affiliate of any Member, Manager or related to Cedar any such Person by blood or marriage except as provided for in this Agreement or one or more current Annual Operating Budgets; (xxviii) register any of the Company’s or its Subsidiaries’ securities under any securities laws; (xxix) make any change in the Company or its Subsidiaries’ Fiscal Year; (xxx) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the prior approval Agreement or Certificate; (xxxi) enter into any property management agreement or property development agreement with respect to the Property; (xxxii) enter into any construction contract (except for contracts entered into by CNT in accordance with the requirements of Cedarthe Development Management Agreement); (xxxiii) hire any Person as an employee of the Company; (xxxiv) do any act in contravention of this Agreement; or (exxxv) Become a member of a Section 13(d) group that is seeking commit to obtain or take control do any of the Companyforegoing.

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision of this Indenture to the contrary, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person otherwise prevented from doing so by operation of law, to exercise one (or entitymore, solicit proxies as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating to event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days from the election of directors of Cedar (date such stay first went into effect, and further provided that in the event the Lessee as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities debtor in a voting trustproceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have affirmed the Lease and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedarthe bankruptcy court having jurisdiction over such case, or engage in any proxy solicitation under Section 365 of the Bankruptcy Code or any amended or successor version thereof, the Indenture Trustee shall refrain from so foreclosing or exercising such other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Companyremedies hereunder.

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision of ------------------------------- this Indenture to the contrary, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person otherwise prevented from doing so by operation of law, to exercise one (or entitymore, solicit proxies as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so -------- stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days, and further provided that in ------- -------- the event the Lessee as debtor in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have assumed the Lease with the approval of the bankruptcy court having jurisdiction over such case, under Section 365 of the Bankruptcy Code or any amended or successor version thereof, and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing and no Indenture Event of Default unrelated to a Lease Event of Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Nothing in this Section 4.04(c) shall prevent the Indenture Trustee from foreclosing or exercising such other remedies hereunder to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under extent the Act); (c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities Lessee fails to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction comply with any other person or entity, engage provisions of any order issued in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without connection with the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control assumption of the CompanyLease.

Restrictions on Certain Actions. IfWithout limiting the generality of the foregoing, and only ifexcept as otherwise expressly provided in this Agreement or the NGC/Destec Agreement, or except as required by Applicable Law, any Significant Agreement (as defined in the Cedar Board of Directors has granted NGC/Destec Agreement) or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior written consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of Buyer, prior to the directors of Cedar)Closing, will not, nor will it permit any Affiliate toSeller shall prevent: (a) Acquire DPLP or the Gathering Joint Venture from: (i) amending its partnership agreement, joint venture agreement or other than through stock splits governing instruments; or (ii) (A) creating, incurring, guaranteeing, or stock dividends), directly assuming any Debt or indirectly otherwise becoming liable or in conjunction with or through responsible for the obligations of any other person Person; or entity(B) making any loans, by purchase advances, or otherwisecapital contributions to, Beneficial Ownership of any additional shares of Common Stock or investments in, any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities;Person; and (b) Directly any Property Owner, DVI and DPI from: (i) disposing of or indirectly mortgaging or through pledging any of the Assets, Lignite Assets or any part of the Gathering System, tangible or intangible, or creating or suffering to exist any Encumbrance thereupon, other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become than matters which would constitute a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act)Permitted Encumbrance; (cii) Deposit releasing or waiving any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity material right relating to Cedar without any of the prior approval of CedarAssets, Lignite Assets or Gathering System; or (eiii) Become a member of a Section 13(d) group that is seeking to obtain releasing or take control abandoning any of the CompanyAssets, Lignite Assets or Gathering System without Buyer's prior written consent; or (iv) entering into, assigning, terminating or amending, in any material respect, any contract or agreement by which the Assets, Lignite Assets or Gathering System are bound; or (v) taking any action affecting the Assets, Lignite Assets or Gathering System which action is not in the ordinary course of business; provided, however, that notwithstanding any other provision hereof, DPLP and the Gathering Joint Venture may prior to the Closing (and Buyer shall take all necessary steps after the Closing to authorize) distribute to its partners and joint venturers, as the case may be, all cash available for distribution of DPLP and the Gathering Joint Venture which are, in accordance with GAAP, attributable to revenues for the period of time prior to the Effective Date.

Restrictions on Certain Actions. IfExcept as otherwise specifically provided in this Agreement, and only ifprior to the Closing, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, Seller shall not without the prior written consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar)Buyers, will not, nor will it permit any Affiliate towhich consent shall not be unreasonably withheld or delayed: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or make any material change in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions ongoing operations of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting SecuritiesBusiness; (b) Directly grant to any officer, employee or indirectly consultant of the Business any increase in compensation or through benefits, or adopt or amend any employment agreement, severance agreement or policy or retention agreement affecting any officer, employee or consultant of the Business, or pay or agree to pay any severance, bonus, fringe benefits or other person or entitypayments to any directors, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating officers, employees, consultants of the Business, except to the election extent required by employment agreements, policies or similar arrangements as of directors of Cedar (as such terms the date hereof which are used listed in Rule 14a-11 of Regulation 14A under the ActSchedule 4.3(b); (c) Deposit incur or assume any Voting Securities in a voting trustindebtedness for borrowed money with respect to the Business or guarantee any such indebtedness for borrowed money, or subject cancel, release or assign any Voting Securities indebtedness for borrowed money payable to a voting or similar agreementthe Business; (d) Directly other than in the Ordinary Course of Business, sell, assign, transfer, license, lease or indirectly otherwise dispose of, directly or through indirectly, any tangible or intangible assets or properties included in conjunction the Acquired Assets; (e) mortgage or pledge or xxxxx x Xxxx on any of the Acquired Assets or create or suffer to exist any Lien thereon; (f) enter into any Contract with respect to the Business or the Acquired Assets, other than Contracts entered into with clients in the Ordinary Course of Business on terms that, in the aggregate, are no less favorable to the Business than the terms of similar Contracts entered into by the Business during the 12-month period preceding the date hereof and which do not “bundle” the provision of services by the Business with other products or services provided by Seller, or amend, modify, change or terminate any Contract other than in the Ordinary Course of Business, provided that the terms thereof, in the aggregate, are no less favorable to the Business than the terms of similar Contracts entered into by the Business during the twelve-month period preceding the date hereof; (g) waive, release, grant or transfer any rights of value of the Business, other than in the Ordinary Course of Business; (h) delay payment of any payable or other liability of the Business or relating to any of the Acquired Assets beyond the date when such liability would have been paid in the Ordinary Course of Business; (i) dispose of or permit to lapse any right to the use of any Business Intellectual Property; (j) institute, settle or agree to settle any Proceeding affecting the Business or the Acquired Assets, including in respect of any former or current employee, Client, vendor, licensor, licensee or contractor of the Business, other than those described on Schedule 2.12; (k) adopt any plan or agreement of reorganization, bankruptcy, liquidation, dissolution, merger, consolidation, restructuring or recapitalization; (l) enter into any Contract that would constitute a Designated Contract for purposes of Section 2.11(a) (but excluding any Designated Contract described in Section 2.11(a)(viii)(B)), other than Contracts with clients and vendors that are entered into in the Ordinary Course of Business upon terms and conditions no less favorable to the Business than the Business’ current Contracts with Clients or vendors, as applicable, after the date hereof and that are provided to Buyers promptly after the same are entered into and, in any event, at least three (3) Business Days prior to the Closing Date; (m) make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Business or the Acquired Assets, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Business or the Acquired Assets, or take any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity similar action relating to Cedar without the prior approval filing of Cedarany Tax Return or the payment of any Tax, if, in each case, such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of materially increasing the Tax liability with respect to the Business or the Acquired Assets for any taxable period or portion thereof ending after the Closing Date or decreasing any Tax attribute of the Business existing on the Closing Date; or (en) Become a member of a Section 13(d) group that is seeking enter into or make any agreement or commitment to obtain or take control do any of the Companyforegoing.

Restrictions on Certain Actions. IfBuyer agrees that, and only ifuntil October 1, the Cedar Board 2001, neither it nor any Affiliate or Associate of Directors has granted Buyer will, singly or grants the Waiver, then from the effective date as part of the Waiver until the Expiration Date, the a Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate todirectly or indirectly: (a) Acquire except as provided for in the Private Securities Subscription Agreement of even date herewith for the Subscription of an additional 1,333,334 Shares of Seller by Buyer, acquire or offer, make a proposal or agree to acquire (other than through stock splits whether publicly or stock dividendsotherwise), directly in any manner, any material assets of Seller or indirectly its subsidiaries or in conjunction with any equity securities of Seller or through any other person its subsidiaries (or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”thereof), if such acquisition would cause the Group and its Affiliatesexcept (1) pursuant to a stock split, directly stock dividend, recapitalization, reclassification or indirectly, similar transaction not effected pursuant to Beneficially Own more than 14% a violation of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securitiesthis Section 6.2; (b) Directly make or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating way propose or participate in any "solicitation" of "proxies" to the election of directors of Cedar vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any Person, other than Seller, with respect to the solicitation or voting of any Voting Securities of Seller in opposition to any matter that has been recommended by the Board or in favor of any matter that has not been approved by the Board, or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 of Regulation 14A under the Act)Exchange Act)with respect to Company except pursuant to the Stockholders Agreement; (c) Deposit form, be a member of, join or encourage the formation of, any Group with respect to any Voting Securities in a voting trust, of Seller or subject the acquisition of any Voting Securities to a voting or similar agreementassets of Seller; (d) Directly deposit any Voting Stock of Seller into a voting trust or indirectly subject any such Voting Stock to any arrangement or through agreement with respect to the voting thereof; (e) except as provided for in the Private Securities Subscription Agreement of even date herewith for the Subscription of an additional 1,333,334 Shares of Seller by Buyer, seek election to or in conjunction with seek to place a representative on the Board of Directors of Seller or seek the removal of any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without member of the prior approval Board of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval Directors of CedarSeller; or (ef) Become solicit, seek to effect, negotiate with or provide any information to any other party with respect to, or make any statement or proposal, whether written or oral, to the Board of Directors of Seller or otherwise make any public announcement or proposal whatsoever with respect to a member merger or acquisition of Seller, the sale of all or a Section 13(d) group that is seeking substantial portion of the assets of Seller and its subsidiaries, liquidation of Seller, recapitalization of Seller or similar business transactions with respect to obtain Seller or take control any action which might require either party to make a public announcement with respect to any such matters (the foregoing shall not limit Buyer from discussing any Third Party Acquisition Proposal with the Company). (a) of the CompanyExchange Act and the rules and regulations thereunder, in each case, as from time to time in effect, or any successor provisions or rules with respect thereto, or any other applicable law or rule or regulations of any governmental body.

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision of this Indenture to the contrary, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person otherwise prevented from doing so by operation of law, to exercise one (or entitymore, solicit proxies as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days, and further provided that in the event the Lessee as debtor in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have assumed the Lease with the approval of the bankruptcy court having jurisdiction over such case, under Section 365 of the Bankruptcy Code or any amended or successor version thereof, and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing and no Indenture Event of Default unrelated to a Lease Event of Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Nothing in this Section 4.04(c) shall prevent the Indenture Trustee from foreclosing or exercising such other remedies hereunder to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under extent the Act); (c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities Lessee fails to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction comply with any other person or entity, engage provisions of any order issued in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without connection with the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control assumption of the CompanyLease.

Restrictions on Certain Actions. If, and only if(a) Until the period ending on the earlier of the end of the Standstill Period or the date that Laddcap’s ownership of Common Stock drops below the 10% Ownership Threshold, the Cedar Board shall not, (i) without the affirmative vote of Directors has granted or grants the Waiver, then from the effective date a majority of the Waiver until Board, which vote shall include at least one of the Expiration DateClass I Director or the Class I Director, increase the number of directors beyond seven (7) and (ii) without the affirmative vote of a majority of the non-management members of the Board who are disinterested, (A) amend Delcath’s Rights Agreement, dated as of October 30, 2001 (the “Rights Agreement”), or adopt a similar agreement; provided, however, that after October 30, 2010, the GroupBoard may amend the Rights Agreement to extend its term or adopt a new rights agreement on substantially the same terms as the Rights Agreement but having a term extending beyond October 30, 2011, or (B) adopt, amend or repeal the Bylaws. Delcath represents and warrants that the Amended and Restated Bylaws of Delcath filed with the Securities and Exchange Commission on August 23, 2000 as Exhibit 3.2 to Amendment No. 1 to Delcath’s Registration Statement on Form SB-2 is a true and correct copy of the Bylaws. (b) Effective as of the Effective Time and for so long as Laddcap beneficially owns any shares of Delcath capital stock, Laddcap agrees that, without the prior written consent of Cedar’s Board of Directors (specifically expressed Delcath in a resolution adopted by a majority of the directors of Cedar)its sole and absolute discretion, Laddcap will notnot retain, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits engage, hire or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliatesemploy, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding in any capacity whatsoever, Xxxxx in connection with the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose provision of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities; (b) Directly or indirectly or through any other person or entity, solicit proxies with respect services to Voting Securities under any circumstance; or become a “participant” in any “election contest” Laddcap relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act); (c) Deposit any Voting Securities in a voting trustLaddcap’s investment in, or subject other involvement with, Delcath or any Voting Securities past, present or future officer, employee or director of Delcath; provided, however, that Laddcap may retain Xxxxx to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity provide services unrelated to Delcath without the prior approval written consent of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the CompanyDelcath.

Restrictions on Certain Actions. If, and only ifNotwithstanding any provision to ------------------------------- the contrary contained in this Indenture, the Cedar Board Indenture Trustee shall not foreclose the Lien of Directors has granted this Indenture or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to: (a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares otherwise exercise remedies hereunder which would result in the Group’s Beneficial Ownership exceeding 14% exclusion of the outstanding Voting Securities; Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (bat a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) Directly unless the Indenture Trustee, as security assignee of the Owner Trustee, has proceeded or indirectly is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or through any other person or entityotherwise prevented from doing so by operation of law, solicit proxies to terminate the Lease and repossess the Equipment as provided for in Section 15 of the Lease with respect to Voting Securities the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under any circumstance; or become a “participant” the Lease, it shall in any “election contest” relating event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 270 days, and further provided that in the event the Lessee as debtor in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have assumed the Lease with the approval of the bankruptcy court having jurisdiction over such case, under Section 365 of the Bankruptcy Code or any amended or successor version thereof, and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing and no Indenture Event of Default unrelated to a Lease Event of Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Subject to Sections 4.4(a) and 4.4(b), nothing in this Section 4.4(c) shall prevent the Indenture Trustee from foreclosing or exercising such other remedies hereunder to the election extent the Lessee fails to comply with any provisions of directors any order issued in connection with the assumption of Cedar (as the Lease and the Indenture Trustee has been stayed or otherwise prevented from exercising such terms are used in Rule 14a-11 of Regulation 14A remedies under the Act); (c) Deposit any Voting Securities in Lease for a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval period of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or (e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Companynot less than 270 days.