Common use of Restrictions on Certain Actions Clause in Contracts

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.4, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by this Agreement and the Other Transaction Documents, from and after the date hereof and until the Closing Date, without the approval of La Grange: (a) 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 in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision of ------------------------------- this Indenture to the generality contrary, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or 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 otherwise prevented from doing so by operation of law, to exercise one (or more, as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 5.415 of the Lease with respect to the Equipment, except provided that in the event the Indenture Trustee shall be so -------- stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any 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 listed debtor in Schedule 5.5 and except a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as otherwise expressly contemplated by this Agreement and debtor in any such bankruptcy case) shall have assumed the Other Transaction Documents, from and after the date hereof and until the Closing Date, without Lease with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP 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 agree 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 sell, transfer or otherwise dispose, or grant or agree the extent the Lessee fails to grant an option to purchase, sell, transfer, or otherwise dispose comply with any provisions of any securities of any of the Heritage Entities other than order issued in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any the assumption of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 statementLease. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of ------------------------------- Section 5.45.1, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by provided in this Agreement and Agreement, prior to the Other Transaction DocumentsClosing, from and after the date hereof and until the Closing DateSeller shall not, without the approval prior written consent of La GrangeBuyer: (a) 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 in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities Assets or create or suffer to exist any Encumbrance thereupon, other than (A) those existing in connection with the Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (vb) sell, lease, transfer transfer, or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 BusinessAssets, other than in the ordinary course of business consistent with past practice; (viiic) hire regarding the Assets, enter into, or promote from within amend, modify, or change, any executive employees orlease, contract, agreement, commitment, arrangement, or transaction related to the Call Center, except in the ordinary course of business, hire any new employees or recall any laid off employeesbusiness consistent with past practice; (ixd) delay payment of any account payable or other liability relating to the Heritage Business of such Seller beyond the later of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice, unless such delay is due to a good faith dispute as to liability or amount; (xe) 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 reinsurance policies to be canceled or continuation coverage terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies contingencies, or liabilities (including product liability) related of Seller, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the Heritage Business other than coverage canceled, terminated, or lapsed are in connection with any advance renewal or replacement of an existing insurance policyfull force and effect and written copies thereof have been provided to Buyer; (xig) except as set forth in this Section 5.5, take any action which that would or might make any of the representations or warranties of any of the Heritage Parties such Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the date of the Closing, Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (xiih) enter into or amend any contract, agreement, or other commitment that would have a material adverse effect on the Assets or the Call Center; or (i) authorize or propose, or agree in writing or otherwise take to take, any of the actions described in this Section 5.55.2. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision of this Indenture to the generality contrary, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or 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 otherwise prevented from doing so by operation of law, to exercise one (or more, as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 5.415 of the Lease with respect to the Equipment, except provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any 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 listed debtor in Schedule 5.5 and except a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as otherwise expressly contemplated by this Agreement and debtor in any such bankruptcy case) shall have assumed the Other Transaction Documents, from and after the date hereof and until the Closing Date, without Lease with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP 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 agree 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 sell, transfer or otherwise dispose, or grant or agree the extent the Lessee fails to grant an option to purchase, sell, transfer, or otherwise dispose comply with any provisions of any securities of any of the Heritage Entities other than order issued in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any the assumption of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 statementLease. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.46.4, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by provided in this Agreement, between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, Seller will not and will cause the Acquired Company and the Other Transaction DocumentsAcquired Subsidiaries not to, from and after the date hereof and until the Closing Date, in each case without the approval prior written consent of La GrangePurchaser (which shall not be unreasonably withheld, delayed or conditioned), take, consent to or allow any of the following actions: (a) Except as set forth on Schedule 5.5issue or sell any Equity Securities in Seller, neither of the Heritage Parties nor Heritage GP shall agree to sell, transfer Acquired Company 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 in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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.Acquired Subsidiary; (b) Except as set forth on Schedule 5.5adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, neither the Heritage Parties nor Heritage GP shalldissolution, merger, consolidation, conversion, restructuring, recapitalization, or shall cause other reorganization of Seller, the Acquired Company or permit any Acquired Subsidiary; (c) amend any of the Heritage Entities to:their respective Governing Documents; (id) make any expenditures outside other than in the ordinary course of business consistent with past practice which, individually or in 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; following that will terminate at Closing, (iiii) create, incur, guarantee guarantee, or assume any indebtedness for borrowed money outside or otherwise become liable or responsible for the ordinary course obligations of business any other than indebtedness permitted under credit facilities 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 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; Acquired Subsidiaries; or (iv) mortgage or pledge any of the securities Assets, tangible or assets of any of the Heritage Entities intangible, or create or suffer to exist any Encumbrance thereupon, Lien thereupon (other than Permitted Liens); provided, however, that at or prior to Closing, the Acquired Company may loan the Partnership the Debt Payoff Amount and the Acquired Company and the Partnership may execute a promissory note (Aor similar instrument) Permitted Encumbrances, (B) Encumbrances created pursuant evidencing the Partnership’s obligation to loan documentation permitted under repay the existing credit facilities of Acquired Company the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase PriceDebt Payoff Amount; (ve) other than in the ordinary course of business consistent with past practice or as may be required by applicable Law or pursuant to the terms of any 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 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 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 the Acquired Company and the Acquired Subsidiaries and Seller’s and its Affiliates’ other similarly situated employees; (f) acquire, sell, lease, transfer transfer, or otherwise dispose of, directly or indirectly, any assetsAssets, except for (i) sales of Hydrocarbons in the ordinary course of business consistent with past practice and (ii) sales to Persons other than Seller or its Affiliates of inventory and excess or obsolete assets in the 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 Business; (g) acquire (by merger, consolidation, or acquisition of 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 ordinary course of business consistent with past practice, which would constitute a Company Contract or sell, lease, transfer, or otherwise dispose that would be in breach 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 EBITDASection 4.7; (vii) amend, modify modify, waive any material right or change any existing lease or contract, other than in the ordinary course of the business consistent with past practice; (vii) waive, release, grant obligation under or transfer any material rights of value relating to the Heritage Assets or the Heritage Businessunder any Company Contract, other than in the ordinary course of business consistent with past practice; (viiij) hire declare, set aside or promote from within pay any executive employees ordividends, except 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 ordinary course Acquired Company or any of business, hire any new employees or recall any laid off employeesthe Acquired Subsidiaries prior to Closing; (ixk) delay payment of make any account payable or other liability relating to the Heritage Business beyond the later change in any of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practicepresent accounting methods and practices, unless such delay is due to a good faith dispute except as to liability or amountrequired by GAAP; (xl) permit in respect of Taxes of the Acquired Company, the Acquired Subsidiaries, the Business or the Assets, (i) make, change or rescind any current insurance material election in respect of Taxes, (ii) adopt or reinsurance or continuation coverage to lapse if such policy insures risks, contingencies or liabilities change any material accounting method in respect of Taxes (including product liability) related to the Heritage Business other than changes required by applicable Law), (iii) amend any material Tax Return, or (iv) settle or compromise any material claim, notice, audit report or assessment in connection with any advance renewal or replacement respect of an existing insurance policyTaxes; (xim) except as set forth in this Section 5.5, take any action which would make or commit to make any of the representations capital expenditures or warranties of any of the Heritage Parties untrue capital additions other than as of any time from the date of this Agreement to the date of the Closing, indicated or would result reserved for in any of the conditions set forth in this Agreement not being satisfied;Seller’s existing capital budget; or (xiin) agree in writing or otherwise to take any of the actions described in this Section 5.5. (xiii) merge into 6.5. In the event of an emergency, Seller or with or consolidate with any other corporation or 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) Acquired Company may take any such action or enter into any commitment with respect actions that are required in its discretion to or in contemplation preserve the Assets and the Business and shall notify Purchaser of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any such action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policypromptly thereafter.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision to ------------------------------- the generality contrary contained in this Indenture, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee, as security assignee of the Owner Trustee, has proceeded or 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 otherwise prevented from doing so by operation of law, to terminate the Lease and repossess the Equipment as provided for in Section 5.415 of the Lease with respect to the Equipment, except provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any 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 listed debtor in Schedule 5.5 and except a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as otherwise expressly contemplated by this Agreement and debtor in any such bankruptcy case) shall have assumed the Other Transaction Documents, from and after the date hereof and until the Closing Date, without Lease with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP 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 agree have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Subject to sellSections 4.4(a) and 4.4(b), transfer nothing in this Section 4.4(c) shall prevent the Indenture Trustee from foreclosing or otherwise dispose, or grant or agree exercising such other remedies hereunder to grant an option the extent the Lessee fails to purchase, sell, transfer, or otherwise dispose comply with any provisions of any securities of any of the Heritage Entities other than order issued in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any the assumption of the Heritage Entities prior to Lease and the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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, Indenture Trustee has been stayed or 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 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 otherwise prevented from any Heritage Permitted Acquisition; (iii) create, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted exercising such remedies under the existing credit facilities Lease for a period of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 less 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5[90] days. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision of this Indenture to the generality contrary, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) (it being acknowledged that an Indenture Event of Default arising under Section 5.42.10(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 is then currently proceeding, except to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or otherwise prevented from doing so by operation of law, to exercise one (or more, as listed it shall in Schedule 5.5 its good faith discretion determine) of the comparable remedies provided for in Section 15 of the Lease with respect to the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days, and except further provided that in the event the Lessee as otherwise expressly contemplated by this Agreement 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 affirmed the Lease and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Other Transaction DocumentsLease has occurred and is continuing, from and after the date hereof and until the Closing Date, without with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP Bankruptcy Code or any amended or successor version thereof, the Indenture Trustee shall agree to sell, transfer refrain from so foreclosing 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 exercising such other than in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 statementremedies hereunder. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.4the foregoing, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by provided in this Agreement and or the Other Transaction DocumentsNGC/Destec Agreement, from and after or except as required by Applicable Law, any Significant Agreement (as defined in the date hereof and until the Closing Date, NGC/Destec Agreement) or without the approval prior written consent of La GrangeBuyer, prior to the Closing, Seller shall prevent: (a) Except as set forth on Schedule 5.5, neither of DPLP or 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 in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 shall cause or permit any of the Heritage Entities toGathering Joint Venture from: (i) make any expenditures outside the ordinary course of business consistent with past practice whichamending its partnership agreement, individually joint venture agreement or in 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 governing instruments; or, if applicable, August 31, 2003, and (B) expenditures made in connection with any Heritage Permitted Acquisition; (ii) make (A) creating, incurring, guaranteeing, or assuming any material change in Debt or otherwise becoming liable or responsible for the ongoing operations obligations of the Heritage Business except to the extent resulting from any Heritage Permitted Acquisition;other Person; or (B) making any loans, advances, or capital contributions to, or investments in, any other Person; and (iiib) createany Property Owner, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course of business other than indebtedness permitted under credit facilities of the Heritage Entities DVI and indebtedness incurred under any new credit facilities entered into by the Heritage Entities to finance the cash portion of the Purchase Price;DPI from: (ivi) mortgage disposing of or pledge mortgaging or pledging any of the securities Assets, Lignite Assets or assets of any part of the Heritage Entities Gathering System, tangible or create intangible, or suffer creating or suffering to exist any Encumbrance thereupon, other than matters which would constitute a Permitted Encumbrance; (Aii) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation releasing or waiving any material right relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price;Assets, Lignite Assets or Gathering System; or (iii) releasing or abandoning any of the Assets, 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) selltaking any action affecting the Assets, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 Lignite 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 Gathering System which action is not in the ordinary course of business; provided, hire however, that notwithstanding any new employees or recall any laid off employees; (ix) delay payment of any account payable or other liability relating provision hereof, DPLP and the Gathering Joint Venture may prior to the Heritage Business beyond Closing (and Buyer shall take all necessary steps after the later Closing to authorize) distribute to its partners and joint venturers, as the case may be, all cash available for distribution of its due date or DPLP and the date when such liability would have been paid in the ordinary course of business consistent with past practiceGathering Joint Venture which are, 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with GAAP, attributable to revenues for the Heritage Hedging Policyperiod of time prior to the Effective Date.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision to ------------------------------- the generality contrary contained in this Indenture, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee, as security assignee of the Owner Trustee, has proceeded or 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 otherwise prevented from doing so by operation of law, to terminate the Lease and repossess the Equipment as provided for in Section 5.415 of the Lease with respect to the Equipment, except provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any 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 listed debtor in Schedule 5.5 and except a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as otherwise expressly contemplated by this Agreement and debtor in any such bankruptcy case) shall have assumed the Other Transaction Documents, from and after the date hereof and until the Closing Date, without Lease with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP 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 agree have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Subject to sellSections 4.4(a) and 4.4(b), transfer nothing in this Section 4.4(c) shall prevent the Indenture Trustee from foreclosing or otherwise dispose, or grant or agree exercising such other remedies hereunder to grant an option the extent the Lessee fails to purchase, sell, transfer, or otherwise dispose comply with any provisions of any securities of any of the Heritage Entities other than order issued in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any the assumption of the Heritage Entities prior to Lease and the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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, Indenture Trustee has been stayed or 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 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 otherwise prevented from any Heritage Permitted Acquisition; (iii) create, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted exercising such remedies under the existing credit facilities Lease for a period of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 less 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5270 days. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.4the foregoing, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by provided in Section 5.13 and other provisions of this Agreement and Agreement, prior to the Other Transaction DocumentsClosing, from and after the date hereof and until the Closing Dateno Seller shall, without the approval prior written consent of La GrangeBuyer: (a) 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 in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 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 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 Assets or the Stations, except as otherwise required by the Communications Act and applicable FCC Rules (and except that with FCC Consent, ▇▇▇▇▇ ▇▇▇ take WSBS-CA off the air for any period of less than 12 consecutive months in order for WDLP to the extent resulting commence service of WDLP-CA, Channel 21 Miami from any Heritage Permitted Acquisitionits new site); (iiib) except in the Ordinary Course of Business, create, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course of business other than indebtedness permitted under credit facilities in respect of the Heritage Entities and indebtedness incurred under any new credit facilities entered into by Stations or the Heritage Entities to finance Assets, which obligation will not be discharged on or before the cash portion of the Purchase PriceClosing Date; (ivc) mortgage or pledge any of the securities or assets of any of the Heritage Entities Assets or create or suffer to exist any Encumbrance thereupon, thereon other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant which will be released on or prior to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase PriceClosing; (vd) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except of the Assets other than the disposition in the ordinary course Ordinary Course of business consistent with past practice, or sell, lease, transfer, or 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 EBITDABusiness; (vie) acquire 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) amend, modify or change any existing lease material lease, contract, Permit or contractagreement relating to the Stations and constituting part of the Assets, other than in the ordinary course Ordinary Course of Business and except as specifically provided for herein or as may be required by order or regulation of the business consistent with past practiceFCC; (viig) waive, release, grant acquire or transfer enter into any rights of value relating to new agreement or contract which will bind the Heritage Assets or Stations beyond the Heritage Business, other than in the ordinary course of business consistent with past practiceClosing Date except as specifically provided for herein; (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 due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice, unless such delay is due to a good faith dispute as to liability or amount; (xh) permit any current insurance or reinsurance policies to be canceled or continuation coverage terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in connection Stations, unless simultaneously with any advance renewal such cancellation, termination or lapse, 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Businessfull force and effect and written copies thereof have been provided to Buyer; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting Notwithstanding any provision of this Indenture to the generality contrary, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the 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 (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee as security assignee of the Owner Trustee has proceeded or 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 otherwise prevented from doing so by operation of law, to exercise one (or more, as it shall in its good faith discretion determine) of the comparable remedies provided for in Section 5.415 of the Lease with respect to the Equipment, except as listed provided that in Schedule 5.5 and except as the event the Indenture Trustee shall be so stayed or otherwise expressly contemplated by this Agreement and prevented from exercising such remedies under the Other Transaction DocumentsLease, it shall in any event refrain from and after so foreclosing or exercising such other remedies hereunder for a period of not less than 90 days from the date hereof such stay first went into effect, and until further provided that in the Closing Dateevent 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 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, without with the approval of La Grange: (a) Except as set forth on Schedule 5.5the bankruptcy court having jurisdiction over such case, neither under Section 365 of the Heritage Parties nor Heritage GP Bankruptcy Code or any amended or successor version thereof, the Indenture Trustee shall agree to sell, transfer refrain from so foreclosing 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 exercising such other than in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (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 statementremedies hereunder. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or 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 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 assume any indebtedness for borrowed money outside the ordinary course of business other 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 pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to finance the cash portion of the Purchase Price; (v) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or 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 due date or the date when such liability would have been paid in the ordinary course of 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 policy insures risks, contingencies or liabilities (including product liability) related to the Heritage Business other than in 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 any of the conditions set forth in this Agreement not being satisfied; (xii) agree in writing or otherwise take any of the actions described in this Section 5.5. (xiii) merge into or with or consolidate with any other corporation or 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 or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (xvi) declare any 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 proportionate distribution to Heritage GP in respect of its general partner interests in Heritage MLP and Heritage OLP) and (B) distributions in respect of the Incentive Distribution Rights; or (xvii) enter into or take any action in connection with ▇▇▇▇▇▇, trades or swaps of any commodity, except in accordance with the Heritage Hedging Policy.