Common use of Limitation on Restrictions on Distribution From Restricted Subsidiaries Clause in Contracts

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant; (2) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the contractual encumbrances or restrictions contained in pursuant to the amendmentsBank Facility, restatements, modifications, renewals, supplements, refundings, replacements First Lien Notes or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend Existing Unsecured Notes and related documentation and other payment restrictions than those contained agreements or instruments in those agreements effect at or entered into on the Issue Date; (2) this the Second Lien Exchangeable Notes Indenture, the Notes and Second Lien Exchangeable Notes, the Note Guarantees, the Security Documents, the First Lien/Second Lien/Third Lien Intercreditor Agreement, the First Lien Indenture, the First Lien Security Documents, the First Lien Notes, the First Lien Note Guarantees, the Second Lien Indenture, the Second Lien Notes, the Second Lien Note Guarantees, the Third Lien Indenture, the Third Lien Notes, the Third Lien Note Guarantees, the Third Lien Exchangeable Notes Indenture, the Third Lien Exchangeable Notes and related guarantees; (3) agreements governing any agreement or other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Second Lien Exchangeable Notes Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in this Second Lien Exchangeable Notes Indenture or (y) such encumbrance or restriction is no materially more disadvantageous to the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 hereof that limit the right holders of the debtor to dispose of Second Lien Exchangeable Notes than is customary in comparable financings (as determined in the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval good faith judgment of the Company) and such encumbrance or restriction will not materially impair the Company’s Board of Directors, which limitation is applicable only ability to make principal or interest payments on the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business InvestmentsSecond Lien Exchangeable Notes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company LGEC will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company LGEC or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2) make any loans or advances to the Company LGEC or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company LGEC or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company LGEC or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.12(a4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as contractual encumbrances or restrictions pursuant to an agreement in effect on the Issue Date Date, including without limitation, the Senior Credit Facility (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend guarantee and security and other payment restrictions than those contained in those agreements on the Issue Datedocuments relating thereto); (2) this Indenture, the Notes and the Note Notes Guarantees; (3) agreements governing any agreement or other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company LGEC or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquiredacquired (including after acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in this Section 4.08; provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanyLGEC, no more restrictiveless favorable in any material respect, taken as a whole, than those in effect on to the date Holders of the acquisition; provided further, that, Notes than the encumbrances and restrictions contained in the case of Indebtednessagreements or arrangement so amended, such Indebtedness was restated, modified, renewed, supplemented, refunded, replaced or refinanced; (5) purchase money obligations and Finance Lease Obligations permitted by the terms of under this Indenture to be incurredIndenture; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (7) any customary provisions in Joint Venture agreements and other similar agreements; (8) any customary provisions in leases, subleases or leases licenses and other agreements entered into by LGEC or any Restricted Subsidiary; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (10) any restriction with respect to LGEC or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of LGEC or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (11) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred pursuant to Section 4.07, Section 4.09 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the ordinary course property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (12) other Indebtedness, Disqualified Stock or Preferred Stock of businessLGEC or any Restricted Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (in each case, as determined in good faith by the Issuer); provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 4.09; (13) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions; and (14) customary encumbrances and any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in agreements of the types described in the definition of “Permitted Business Investmentsapply only to such Receivables Subsidiary.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company LGEC will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company LGEC or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2) make any loans or advances to the Company LGEC or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company LGEC or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company LGEC or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.12(a4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as contractual encumbrances or restrictions pursuant to an agreement in effect on the Issue Date Date, including without limitation, the Senior Credit Facility (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend guarantee and security and other payment restrictions than those contained in those agreements on the Issue Datedocuments relating thereto); (2) this Indenture, the Notes and the Note Notes Guarantees; (3) agreements governing any agreement or other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company LGEC or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquiredacquired (including after acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in this Section 4.08; provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanyLGEC, no more restrictiveless favorable in any material respect, taken as a whole, than those in effect on to the date Holders of the acquisition; provided further, that, Notes than the encumbrances and restrictions contained in the case of Indebtednessagreements or arrangement so amended, such Indebtedness was restated, modified, renewed, supplemented, refunded, replaced or refinanced; (5) purchase money obligations and Capitalized Lease Obligations permitted by the terms of under this Indenture to be incurredIndenture; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (7) any customary provisions in Joint Venture agreements and other similar agreements; (8) any customary provisions in leases, subleases or leases licenses and other agreements entered into by LGEC or any Restricted Subsidiary; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (10) any restriction with respect to LGEC or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of LGEC or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (11) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred pursuant to Section 4.07, Section 4.09 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the ordinary course property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (12) other Indebtedness, Disqualified Stock or Preferred Stock of businessLGEC or any Restricted Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (in each case, as determined in good faith by the Issuer); provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 4.09; (13) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions; and (14) customary encumbrances and any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in agreements of the types described in the definition of “Permitted Business Investmentsapply only to such Receivables Subsidiary.”