Formation Documents; Borrower Basic Documents. Without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), the Borrower will not # amend, modify, waive or terminate any provision of its Formation Documents or any other Borrower Basic Document or # permit the Member to amend, modify or terminate its Certificate of Formation or its limited liability company agreement. The Servicer shall provide a copy of each such proposed amendment, waiver or other modification to each Rating Agency, if any.

“Material Acquisition” means each of # the Houston Acquisition, # any individual Acquisition by the Company or any of its Subsidiaries in which the aggregate consideration paid for such Acquisition equals or exceeds $50,000,000.00, and # any series of Acquisitions by the Company and its Subsidiaries in the same fiscal quarter in which the aggregate consideration paid for all such Acquisitions equals or exceeds $50,000,000.00. Nothing in this definition permits any Acquisition by the Company or its Subsidiaries not otherwise expressly permitted by this Agreement.

Restricted Subsidiaries That Are Not Excluded Subsidiaries. In the event that any Person becomes a direct or indirect Restricted Subsidiary of a Loan Party (other than an Excluded Subsidiary) or ceases to constitute an Excluded Subsidiary or Unrestricted Subsidiary or if any Excluded Subsidiary shall guarantee any Indebtedness of the Borrower or any other Loan Party in excess of the Threshold Amount during any fiscal quarter, promptly thereafter, and in any event on or prior to the date the next Compliance Certificate is required to be delivered pursuant to [Section 6.02(b)] in respect of such fiscal quarter (such date, as it may be extended by the Administrative Agent in its sole discretion, a “Quarterly Reporting Date”) # cause such Person to execute and deliver a Joinder Agreement and such other documents as the Administrative Agent shall reasonably request, # pledge and maintain a pledge of one hundred percent (100%) of the Equity Interests of such Subsidiary (subject to no Liens, other than Permitted Liens); (it being understood that, in the event the owner of such Equity Interests is not a Loan Party, such owner shall execute a deliver a Joinder Agreement and such other documents as the Administrative Agent shall reasonably request), and # deliver, and cause such Person to deliver, to the Administrative Agent documents of the types referred to in [Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(viii), 4.01(a)(x) and 4.01(a)(ix)])])], and, to the extent requested by the Administrative Agent, documents of the types referred to in [Section 4.01(a)(xi)], and favorable opinions of counsel to the Borrower and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation executed pursuant to this [Section 6.11(a)]), all in form, content and scope reasonably satisfactory to the Administrative Agent.

The Company does not have, and has never had, any Subsidiaries. The Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in, or otherwise control, any corporation, partnership, joint venture or other entity, and has no agreement or commitment to purchase any such interest.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition (including by statutory division) of a Person that becomes a Domestic Subsidiary (other than an Excluded Subsidiary) and, within thirty (30) days after such creation, acquisition or event (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary to # become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement in the form attached thereto as [Exhibit A] or such other document as the Administrative Agent shall deem reasonably acceptable for such purpose, # grant a security interest in all Collateral (subject to the exclusions and exceptions specified in the Collateral Agreement) owned by

Subsidiaries; Corporate Structure. [Schedule 4.11] sets forth, as of the Closing Date, # a list of all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of formation and the outstanding Equity Interests therein and the percentage of each class of such Equity Interests owned by the Borrower and its Subsidiaries, and # an indication of such Subsidiaries of the Borrower that are [[Organization A:Organization]]. The Equity Interests indicated as owned (or to be owned) by the Borrower and its Subsidiaries on [Schedule 4.11] are fully paid and non-assessable, to the extent such concept is applicable thereto.

Subsidiaries; Equity Interests. As of the Closing Date, no Loan Party (to the extent such Loan Party was a Loan Party on the Closing Date) has any Subsidiaries other than those specifically disclosed in [Schedule 6.13], and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are directly or indirectly owned by a Loan Party (except for certain immaterial director’s qualifying shares and as a result of the PDH Minority Interest) free and clear of all Liens except those created under the Collateral Documents and as otherwise disclosed in [Schedule 6.13]. All of the outstanding Equity Interests in each Loan Party and its Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization).

Ownership of Subsidiaries. The Borrower will, and will cause each of its Significant Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Significant Subsidiaries is a wholly owned Subsidiary (other than any Subsidiary that is an Excluded Asset); provided that the foregoing shall not prohibit any transaction permitted under [Section 6.03 or 6.04]4], so long as immediately after giving effect to such permitted transaction each of the remaining Significant Subsidiaries is a wholly owned Subsidiary.

Restrictions on Subsidiaries. Except for restrictions contained in this Agreement, in the Senior Note Indenture (as in effect on December 6, 2012) or any other agreement with respect to Indebtedness of any Borrower or Guarantor permitted hereunder as in effect on the date of Amendment No. 4, there are no contractual or consensual restrictions on any Borrower or Guarantor or any of its Subsidiaries which prohibit or otherwise restrict # the transfer of cash or other assets # between any Borrower or Guarantor and any of its or their Subsidiaries or # between any Subsidiaries of any Borrower or Guarantor or # the ability of any Borrower or Guarantor or any of its or their Subsidiaries to incur Indebtedness or grant security interests to Administrative Agent or any Lender in the Collateral.

Effective Time of Acquisition. UBI and NOVA shall use reasonable efforts to have the Closing Date and the Effective Time of the Acquisition to be the same day.