Common use of Covenants Relating to RTZ Transaction Clause in Contracts

Covenants Relating to RTZ Transaction. The Borrowers shall not, directly or indirectly enter into (i) any amendment or modification of (x) the Stock Purchase Agreement or the Implementation Agreement from and after the Closing Date, (y) any amendment or modification of the Participation Agreement or the RTZ Loan Agreement from and after the RTZ Closing Date, or (z) any other material agreement in connection therewith at any time, in each case other than pursuant to documents approved by the Required Banks (the Stock Purchase Agreement, the Implementation Agreement, the Participation Agreement, the RTZ Loan Agreement and such other approved material agreements being, collectively, the "RTZ Documents") which would have an adverse effect upon the FI Collateral and Rights or impair the ability of any of the Borrowers or the Restricted Subsidiaries to perform all of their respective obligations under the Loan Documents (including under this Section 5.3); or (ii) if any Default or Event of Default shall have occurred and be continuing or would result therefrom, make payment of the Debt under the RTZ Loan Agreement with or from any funds or assets other than Incremental Expansion Cashflow (as defined in the Participation Agreement). Without the prior written approval of the Required Banks, FI shall not (i) consent to any "Closedown" (as such term is defined in the Participation Agreement) or any amendment, modification or waiver of Section 10.5 of the Participation Agreement, (ii) consent to any assignment by RTZ, RTZ Lender or PT-RTZ of the RTZ Documents or their respective obligations thereunder, (iii) waive any material condition to closing under the Implementation Agreement, (iv) agree to or effectuate any alternative arrangements pursuant to Section 11 of the Implementation Agreement, (v) waive any material default by RTZ under the RTZ Documents or (vi) resign as the Operator under the Participation Agreement. Subject to the penultimate sentence of this Section 5.3, FI and its Restricted Subsidiaries shall not cause or permit any assets of it or its Restricted Subsidiaries to be or become Joint Account Assets under the Participation Agreement for other than full fair market compensation nor shall FCX and FI grant or provide (or permit any Restricted Subsidiary to grant or provide) any additional security or collateral to secure any obligation to RTZ or its Affiliates (including obligations under the RTZ Loan Agreement) other than the transfer of the RTZ Interests as required by the Participation Agreement and the grant of a first priority security interest to RTZ Lender in the RTZ Collateral, in each case subject to the terms of the FI Intercreditor Agreement and the FI Trust Agreement. FI and its Restricted Subsidiaries shall not engage in any transaction (other than the RTZ Transactions) or dealing with, or assign or transfer any assets to, PT-RTZ or any of its Affiliates other than on an arm's-length basis. FI shall promptly provide to the Administrative Agent copies of all annual financial reports and budgets pursuant to the Participation Agreement and all other material notices and reports under the RTZ Documents. FI shall also conduct Joint Operations (as defined in the Participation Agreement) in a manner which does not prevent or adversely affect, and at all times shall retain rights under the Contract of Work and tangible assets sufficient for, FI's production activities from which revenues from scheduled production of the 10-K Reserves referred to in Schedule VII are pledged to the Banks. Subject to the foregoing and the other terms of the Loan Documents (including Section 10.17), the Borrowers may enter into and perform their obligations under the RTZ Documents.

Covenants Relating to RTZ Transaction. The Borrowers FCX and FI shall not, directly or indirectly enter into (i) any amendment or modification of (x) the Stock Purchase Agreement or the Implementation Agreement from and after the Fifth Amendment Closing Date, (y) any amendment or modification of the Participation Agreement or the RTZ Loan Agreement from and after the RTZ Closing Date, Date or (z) any other material agreement in connection therewith therewith, at any time, in each case other than pursuant to documents approved by the Required Banks (the Stock Purchase Agreement, the Implementation Agreement, the Participation Agreement, the RTZ Loan Agreement and such other approved material agreements being, collectively, the "RTZ Documents") which would have an adverse effect upon the FI Collateral and Rights or impair the ability of any of the Borrowers FCX, FI or the Restricted Subsidiaries to perform all of their respective obligations under the Loan Documents (including under this Section 5.3); or (ii) if any Default or Event of Default shall have occurred and be continuing or would result therefrom, make payment of the Debt under the RTZ Loan Agreement with or from any funds or assets other than Incremental Expansion Cashflow (as defined in the Participation Agreement). Without the prior written approval of the Required Banks, FI shall not (i) consent to any "Closedown" (as such term is defined in the Participation Agreement) or any amendment, modification or waiver of Section 10.5 of the Participation Agreement, (ii) consent to any assignment by RTZ, RTZ Lender or PT-RTZ of the RTZ Documents or their respective obligations thereunder, (iii) waive any material condition to closing under the Implementation Agreement, (iv) agree to or effectuate any alternative arrangements pursuant to Section 11 of the Implementation Agreement, (v) waive any material default by RTZ under the RTZ Documents or (vi) resign as the Operator under the Participation Agreement. Subject to the penultimate sentence of this Section 5.3, FI and its Restricted Subsidiaries shall not cause or permit any assets of it or its Restricted Subsidiaries to be or become Joint Account Assets under the Participation Agreement for other than full fair market compensation nor shall FCX and FI grant or provide (or permit any Restricted Subsidiary to grant or provide) any additional security or collateral to secure any obligation to RTZ or its Affiliates (including obligations under the RTZ Loan Agreement) other than the transfer of the RTZ Interests as required by the Participation Agreement and the grant of a first priority security interest to RTZ Lender in the RTZ Collateral, in each case subject to the terms of the FI Intercreditor Agreement and the FI Trust Agreement. FI and its Restricted Subsidiaries shall not engage in any transaction (other than the RTZ Transactions) or dealing with, or assign or transfer any assets to, PT-RTZ or any of its Affiliates other than on an arm's-length basis. FI shall promptly provide to the Administrative Agent copies of all annual financial reports and budgets pursuant to the Participation Agreement and all other material notices and reports under the RTZ Documents. FI shall also conduct Joint Operations (as defined in the Participation Agreement) in a manner which does not prevent or adversely affect, and at all times shall retain rights under the Contract of Work and tangible assets sufficient for, FI's production activities from which revenues from scheduled production of the 10-K Reserves referred to in Schedule VII to the FCX Credit Agreement are pledged to the Banks. Subject to the foregoing and the other terms of the Loan Documents (including Section 10.17), the Borrowers FI and FCX may enter into and perform their obligations under the RTZ Documents.