Common use of Negative Pledge Agreements; Dividend Restrictions Clause in Contracts

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, the agreements creating Liens permitted by Section 9.03(c), the instruments or agreements evidencing Senior Unsecured Notes or any Permitted Refinancing Debt in respect thereof, usual and customary restrictions on the pledge or transfer of equity interests in certain joint ventures, usual and customary restrictions in purchase and sale agreements relating to the Property subject thereof, restrictions on the granting of Liens contained in agreements subject to Excepted Liens, restrictions on the granting of Liens on the Equity Interests in Unrestricted Subsidiaries, restrictions in agreements of the types contemplated by Section 9.14(b), and restrictions on the granting of Liens in licenses, easements and leases entered into in the ordinary course of business) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Collateral Agent, the Administrative Agent Agent, the Issuer and the Lenders or restricts (b) any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, provided that (i) the preceding restrictions will foregoing shall not apply to encumbrances restrictions and conditions imposed by law, by this Agreement or any Unsecured Notes Documents, (ii) the foregoing shall not apply to customary restrictions arising under or by reason and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) this Agreement of the foregoing shall not apply to restrictions or the Security Instruments, (b) conditions imposed by any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect agreement relating to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing secured Debt permitted by Section 9.02 incurred by this Agreement if such restrictions or conditions apply only to the Borrower Property or any Restricted Subsidiaryassets securing such Debt and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security Instruments, (bii) Debt securing Liens or any contract, agreement or understanding creating Liens permitted by Sections 9.03(c), (d), (e), (f), (g), (h) and (i) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, or (dv) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary or the DevCos to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any (other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (a) this Agreement the Loan Documents or the Security InstrumentsCapital Leases or Purchase Money Debt creating Liens permitted by Section 9.03, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, or (e) in the case of the DevCos, agreements governing the OMP Credit Facility) which in any agreements with respect to way (i) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property constituting Collateral in favor of the Administrative Agent, for the benefit of the Lenders, or (ii) restricts any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition from paying dividends or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by making distributions to the Borrower or any Restricted SubsidiaryGuarantor, or which requires the consent of other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement and the Security Instruments, (b) agreements and understandings evidencing or related to Specified Additional Debt or Permitted Refinancing Debt in respect thereof, (c) agreements or arrangements evidencing or related to Debt permitted by Section 9.02(c) to the extent such agreement or arrangement applies only to the Property subject to such Lien; (d) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted under Section 9.12 pending the consummation of such sale or disposition, (e) any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (f) agreements and understandings contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect of the disposition or distribution of assets of such joint venture, (g) as imposed by Governmental Requirements and (h) those existing on the Effective Date and as listed on Schedule 9.16) which in any way prohibits or restricts the granting, conveyingconveyance, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiarya Subsidiary Guarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries or any DevCo to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any (other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (a) this Agreement or Agreement, the Security InstrumentsInstruments or Capital Leases creating Liens permitted by Section 9.03(c) and (d), (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, or (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which casethe case of the DevCos, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the OPNA Credit Facility) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Parent, the Borrower or any Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, the Capital Leases creating Liens permitted by Section 9.03(c), the instruments or agreements evidencing the Senior Unsecured Notes or any Permitted Refinancing Debt in respect thereof, usual and customary restrictions on the pledge or transfer of equity interests in certain joint ventures, usual and customary restrictions in purchase and sale agreements relating to the Property subject thereof, restrictions on the granting of Liens contained in agreements subject to Permitted Liens, and restrictions on the granting of Liens in licenses, easements and leases entered into in the ordinary course of business) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will Company shall not, and will not nor shall it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Collateral Agent and the Lenders Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Company, the Borrower or any other Restricted SubsidiaryGuarantor or prohibits Parent, or any direct or indirect parent company thereof, from making capital contributions to the Company or the Company from making capital contributions to the Borrower, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition Disposition of all or substantially all of the Equity Interests or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or dispositionDisposition to the extent such sale is permitted under this Agreement, (d) customary provisions with respect to the distribution of Property of a joint venture contained in joint venture agreementsagreements entered into in the ordinary course of business with respect to such joint venture, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted conditions, prohibitions, encumbrances or other restrictions imposed by Section 9.05 (in which caseGovernmental Requirements, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (g) conditions, prohibitions, encumbrances or other restrictions imposed by any agreements governing Debt agreement relating to secured Indebtedness permitted by Section 9.02 incurred or Indebtedness (including guarantees) under Finance Leases permitted by Section 9.02; provided that such prohibitions, encumbrances or other restrictions apply only to the Borrower or any Restricted Subsidiaryassets securing such Indebtedness, do not apply to the Collateral and do not otherwise adversely affect the interest of the Secured Parties.

Negative Pledge Agreements; Dividend Restrictions. The Borrower QRE MLP will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any contract, agreement or understanding creating Liens permitted by Section 9.03(c) or Section 9.03(d) (but only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (cd) any restriction customary restrictions and conditions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all Property or substantially all the Equity Interests or Property of such Restricted Subsidiary permitted under Section 9.12 pending the closing consummation of such sale or disposition, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing entered into in connection with the incurrence of Debt permitted by and in accordance with Section 9.02 incurred by 9.02(h), except to the Borrower extent such encumbrances or restrictions would relate to any Restricted SubsidiaryLien on any property of QRE MLP or its Subsidiaries in favor of the Administrative Agent and the Lenders.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower will not, and will not permit nor any Restricted Subsidiary to, will create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security Instruments, (bii) Debt securing Liens permitted by Section 9.03(c) or Section 9.03(g) or any contract, agreement or understanding creating Liens permitted by Section 9.03(d) and Section 9.03(e) or Section 9.03(g) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, or (dv) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary other Relevant Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which that in any way (i) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and for the Lenders benefit of the Lenders, or that requires the consent or authorization of Persons other than any Relevant Party in connection therewith, or (ii) restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiaryapplicable Relevant Party, or which that requires the consent or authorization of Persons other Persons than any Relevant Party in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of other than (a) this Agreement or the Security InstrumentsLoan Documents, (b) any leases or licenses or similar contracts as they affect any Capital Leases creating Liens permitted by Section 9.03(c), but then only with respect to the Property or Lienthat is the subject of such Capital Lease, (c) any restriction documents evidencing or securing Purchase Money Indebtedness creating Liens permitted by Section 9.03(c), but then only with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all Property that is the Equity Interests or Property subject of such Restricted Subsidiary pending the closing of such sale or dispositionPurchase Money Indebtedness, (d) customary provisions documents creating Liens which are described in clauses (e), (g), (h) or (j) of the definition of the term “Excepted Liens”, but then only with respect to the distribution Property that is the subject of Property the applicable lease, document or license described in joint venture agreementssuch clause (e), (g), (h) or (j), (e) customary restrictions and conditions on transfers and investments contained in any agreement relating to the sale of any asset or any subsidiary pending consummation of such sale, (f) customary provisions in joint venture agreements with respect to any Restricted Subsidiary acquired in a transaction and other similar agreements permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and applicable to joint ventures and Equity Interests therein and (fg) any agreements solely with respect to clause (ii), documentation governing Debt permitted by Indebtedness incurred under Section 9.02 incurred by the Borrower 9.02(i), (j) or any Restricted Subsidiary(k).

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Creditors or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary (other than the Borrower) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower Parent or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the other Loan Documents, the agreements creating Liens permitted by Sections 9.03(c), (h) and (i), the instruments or agreements evidencing Senior Notes or any Permitted Refinancing Debt in respect thereof, any Debt permitted by Section 9.02(b)(ii), or any Swap Agreement permitted by Section 9.16, usual and customary restrictions on the pledge or transfer of equity interests in certain joint ventures, usual and customary restrictions in purchase and sale agreements relating to the Property subject thereof, restrictions on the granting of Liens contained in agreements subject to Excepted Liens, restrictions on the granting of Liens on the Equity Interests in Unrestricted Subsidiaries, restrictions in agreements of the types contemplated by Section 9.13(b), restrictions on the granting of Liens in licenses, easements, leases and gathering, processing, compression, transporting, fractionating, waste water treatment and other operational contracts entered into in the ordinary course of business, and restrictions on cash or other deposits or net worth imposed by customers and suppliers in the ordinary course of business) which in any material way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower Parent, the Borrower, or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Oil and Gas Property or its Equity Interests in Restricted Subsidiaries in favor of the Administrative Agent Agents, the Secured Parties and the Lenders U.S. Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower Parent or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) Debt permitted by Section 9.02 secured by Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), or any contract, agreement or understanding creating Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Oil and Gas Property or LienLien subject to a lease or license, (cd) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Oil and Gas Property of such Restricted Subsidiary (or the Oil and Gas Property that is subject to such restriction) pending the closing of such sale or disposition, or (de) customary provisions with respect to the distribution of Oil and Gas Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Creditors or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or Agreement, the Security InstrumentsInstruments or any of the First Lien Loan Documents, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary (other than the Borrower) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower Parent or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement and the Security Instruments, (b) agreements with respect to Purchase Money Debt or Finance Leases secured by Liens permitted by Section 9.03(c), but then only with respect to Property which is the subject of such Finance Lease or Purchase Money Debt, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted under Section 9.12 pending the consummation of such sale or disposition, (d) any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (e) any Permitted Senior Unsecured Notes Documents and any Permitted Junior Lien Debt Documents, and (f) agreements and understandings contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture), which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent for the benefit of itself and the Lenders Secured Parties, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryGuarantor.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Indebtedness or which requires the consent of or notice to other Persons in favor of connection therewith or (b) the Administrative Agent and the Lenders Borrower or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryLoan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, provided that (i) the preceding restrictions will foregoing shall not apply to encumbrances restrictions and conditions (A) imposed by applicable laws, rules or regulations and (B) under the Loan Documents) or under any instrument or agreement evidencing or governing the Existing 2014 Notes, (ii) the foregoing shall not apply to customary restrictions arising under and conditions contained in agreements relating to the sale of any asset or a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the asset or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions imposed by reason of any joint venture, partnership or similar arrangement to which any Restricted Subsidiary is a party to the extent applicable to such joint venture, partnership or similar agreement or direct or indirect interests therein, (iv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Security Instruments, property or assets securing such Indebtedness and (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (dB) customary provisions with respect to in leases restricting the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiaryassignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any contract, agreement or understanding (other than (a) this Agreement, (b) the Security Instruments, (c) the agreements creating Liens permitted by Section 9.03(d), (e), (f) and (g) and (d) Immaterial Title Deficiencies) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties to secure the Secured Obligations, or any portion thereof, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; , provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (ci) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of any Subsidiary (or the Property that is subject to such Restricted Subsidiary restriction) permitted by Section 9.12(d) or Section 9.12(j) pending the closing of such sale or disposition, (dii) customary provisions with respect restrictions and conditions contained in any (A) agreement relating to the distribution any disposition of Property in joint venture agreementsnot prohibited hereunder, (eB) any agreements with customary and usual leases, licenses and permits, (C) agreement in respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred 9.02(d) (but only related to the property on which such Liens are created), (D) joint venture agreements to the extent they relate to distribution of Property of such joint venture, and (E) agreements entered into in the ordinary course that restrict assignment of such agreement, and (iii) restrictions imposed by applicable Law. In construing and applying the Borrower definition of “Immaterial Title Deficiencies” for the purposes of this section, contracts, agreements and understandings that prohibit or any Restricted Subsidiaryrestrict Liens in favor of the Administrative Agent or the Secured Parties will be considered “title defects”.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created, (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (de) any restriction with respect to Hawk Field Services’s Equity Interest in Newco imposed by the Newco LLC Agreement, (f) customary provisions with respect to the distribution of Property in joint venture agreements, (eg) prohibitions, encumbrances or other restrictions imposed by law, (h) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) Lien and (fi) prohibitions, encumbrances or other restrictions imposed by any agreements governing agreement relating to secured Debt permitted by Section 9.02 incurred by 9.02(j), provided that such prohibitions, encumbrances or other restrictions apply only to the Borrower or any Restricted Subsidiaryassets securing such Debt.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or Agreement, the Security Instruments, the Prepetition Loan Documents or the Prepetition Note Documents, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created) and (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or dispositiondisposition to the extent such sale is permitted under this Agreement, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) prohibitions, encumbrances or other restrictions imposed by Governmental Requirements, (g) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction Lien and (h) prohibitions, encumbrances or other restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 9.05 (in which case9.02(i), any prohibition provided that such prohibitions, encumbrances or limitation shall other restrictions apply only be effective against to the Property of assets securing such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryIndebtedness.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created) and (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or dispositiondisposition to the extent such sale is permitted under this Agreement, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) prohibitions, encumbrances or other restrictions imposed by Governmental Requirements, (g) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction Lien and (h) prohibitions, encumbrances or other restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 9.05 (in which case9.02(i), any prohibition provided that such prohibitions, encumbrances or limitation shall other restrictions apply only be effective against to the Property of assets securing such Restricted Subsidiary) and (f) any agreements governing Debt Indebtedness or Second Lien Notes permitted by Section 9.02 incurred 9.02(j) or Permitted Junior Indebtedness permitted by the Borrower or any Restricted SubsidiarySection 9.02(k).

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Finance Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created), (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition Disposition of all or substantially all of the Equity Interests or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or dispositionDisposition to the extent such sale is permitted under this Agreement, (de) customary provisions with respect to the distribution of Property of a joint venture contained in joint venture agreements, (e) any agreements entered into in the ordinary course of business with respect to such joint venture, (f) prohibitions, encumbrances or other restrictions imposed by Governmental Requirements, (g) in the case of any Restricted Subsidiary acquired that is not a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in a transaction such Subsidiary but only with respect to granting, conveying, creation or imposition of any Lien and (h) prohibitions, encumbrances or other restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 9.05 9.02(d) or (in which casei); provided that such prohibitions, any prohibition encumbrances or limitation shall other restrictions apply only be effective against to the Property of assets securing such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryIndebtedness.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary or Xxxxxx 2009 Partnership to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith) (a) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties, (b) any Subsidiary or restricts any Restricted Subsidiary Xxxxxx 2009 Partnership from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires (c) any Subsidiary from guaranteeing Debt of the consent of Borrower or any other Persons in connection therewithLoan Party; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement Agreement, the Security Instruments or the Security InstrumentsFirst Lien Loan Documents, (bii) any leases Liens permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created), or licenses or similar contracts as they affect any Property or Lien, (ciii) any restriction with respect to the Borrower or a Restricted Subsidiary or Xxxxxx 2009 Partnership imposed pursuant to an agreement entered into for the direct or indirect sale or disposition Disposition of the Property of the Borrower or such Subsidiary or Xxxxxx 2009 Partnership or all or substantially all the Equity Interests equity of a Subsidiary (or the Property of that is subject to such Restricted Subsidiary restriction) pending the closing of such sale or dispositionDisposition, (d) customary provisions with respect in each case, to the distribution of Property in joint venture agreements, (e) any agreements with respect extent Disposition is permitted hereby and such restriction applies only to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property that is the subject of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryDisposition.

Negative Pledge Agreements; Dividend Restrictions. The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any (other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (a) this Agreement the Loan Documents, the Second Lien Loan Documents or the Security InstrumentsCapital Leases or Purchase Money Debt creating Liens permitted by Section 9.03, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, disposition or (d) customary provisions with respect to the distribution of Property in joint venture agreements) which in any way (i) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property constituting Collateral in favor of the Administrative Agent, for the benefit of the Lenders, or (eii) any agreements with respect to restricts any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition from paying dividends or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by making distributions to the Borrower or any Restricted SubsidiaryGuarantor, or which requires the consent of other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Oil and Gas Property or its Equity Interests in Restricted Subsidiaries in favor of the Administrative Agent Agents, the Secured Parties and the Lenders Canadian Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) Debt permitted by ‎Section 9.02 secured by Liens permitted by ‎Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), or any contract, agreement or understanding creating Liens permitted by ‎Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Oil and Gas Property or LienLien subject to a lease or license, (cd) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Oil and Gas Property of such Restricted Subsidiary (or the Oil and Gas Property that is subject to such restriction) pending the closing of such sale or disposition, or (de) customary provisions with respect to the distribution of Oil and Gas Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, provided that the preceding restrictions will foregoing shall not apply to encumbrances or restrictions arising under or by reason of prevent (a) this Agreement prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures with respect to the transfer of, or the Security Instrumentsmaking of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith, (b) any leases or licenses or similar contracts as they affect any Property or Liencustomary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (c) in connection with any Sale of Property permitted hereunder, any restriction with respect to a Restricted Subsidiary such Property imposed pursuant to an under the agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of agreements governing such Restricted Subsidiary pending the closing of such sale or dispositionSale, (d) customary provisions with respect to the distribution of Property in joint venture agreements, restrictions imposed by any Governmental Authority or under any Governmental Requirement or (e) any agreements with respect to restriction imposed on the granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, Lien on any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any of the Restricted SubsidiarySubsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b), (d), (e), (f), (g) or (h) of Section 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security InstrumentsInstruments or the Intercreditor Agreement, (bii) Debt securing Liens or any contract, agreement or understanding creating Liens permitted by Sections 9.02(b), (c), (f), (h), (i) and (j) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (dv) customary provisions with respect to the distribution of Property in joint venture agreements, agreements or (evi) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryPreferred Stock.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary of the Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments or the Senior Revolving Credit Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will foregoing shall not apply to encumbrances or restrictions arising under or by reason of prevent (a) this Agreement or restrictions on the Security Instrumentstransfer of Equity Interests in joint ventures, (b) any leases or licenses or similar contracts as they affect any Property or Liencustomary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (c) in connection with any Disposition of Property permitted hereunder, any restriction with respect to a Restricted Subsidiary such Property imposed pursuant to an under the agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of agreements governing such Restricted Subsidiary pending the closing of such sale or dispositionDisposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, restrictions imposed by any Governmental Authority or under any Governmental Requirement or (e) any agreements with respect to restriction imposed on the granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, Lien on any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and a Credit Party imposed by any contract, agreement or understanding related to the Liens permitted under clause (d), (f) any agreements governing Debt or (g) of Section 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by Section 9.02 incurred by the Borrower or any Restricted Subsidiarysuch Liens.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created) and (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or dispositiondisposition to the extent such sale is permitted under this Agreement, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) prohibitions, encumbrances or other restrictions imposed by Governmental Requirements, (g) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction Lien and (h) prohibitions, encumbrances or other restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 9.05 (in which case9.02(i), any prohibition provided that such prohibitions, encumbrances or limitation shall other restrictions apply only be effective against to the Property of assets securing such Restricted Subsidiary) and (f) any agreements governing Debt Indebtedness or 2022 Second Lien Notes permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary9.02(j).

Negative Pledge Agreements; Dividend Restrictions. The Except for restrictions and conditions (i) imposed by law, (ii) existing on the date hereof and set forth in Schedule 9.16, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (iii) of a customary nature contained in agreements relating to the disposition of a Subsidiary otherwise permitted under this Agreement pending such disposition; provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of or (iv) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture, the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than Capital Leases creating Liens permitted by Section 9.03(c)) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will this Section 9.16 shall not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement prohibit any negative pledge incurred or provided in favor of any holder of a Lien permitted by clause (g) in the Security Instrumentsdefined term “Excepted Liens” and by Section 9.03(f) solely to the extent such negative pledge relates to the property the subject of such Indebtedness, and (b) any leases or apply to customary provisions in leases, licenses or and similar contracts as they affect any Property restricting the assignment, encumbrance, sub-letting or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiarytransfer thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary or Xxxxxx 2009 Partnership to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith) (a) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties, (b) any Subsidiary or restricts any Restricted Subsidiary Xxxxxx 2009 Partnership from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires (c) any Subsidiary from guaranteeing Debt of the consent of Borrower or any other Persons in connection therewithLoan Party; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement Agreement, the Security Instruments or the Security InstrumentsSecond Lien Loan Documents, (bii) any leases Liens permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created), or licenses or similar contracts as they affect any Property or Lien, (ciii) any restriction with respect to the Borrower or a Restricted Subsidiary or Xxxxxx 2009 Partnership imposed pursuant to an agreement entered into for the direct or indirect sale or disposition Disposition of the Property of the Borrower or such Subsidiary or Xxxxxx 2009 Partnership or all or substantially all the Equity Interests equity of a Subsidiary (or the Property of that is subject to such Restricted Subsidiary restriction) pending the closing of such sale or dispositionDisposition, (d) customary provisions with respect in each case, to the distribution of Property in joint venture agreements, (e) any agreements with respect extent Disposition is permitted hereby and such restriction applies only to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property that is the subject of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryDisposition.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent and the Borrowers will not, and will not permit any Restricted Subsidiary other Credit Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the any Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions otherwise permitted or arising under or by reason of (a) the provisions in this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, or (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition. CHAPARRAL ENERGY, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.L.L.C. EIGHTH RESTATED CREDIT AGREEMENT

Negative Pledge Agreements; Dividend Restrictions. The Except for restrictions and conditions (i) imposed by law, (ii) existing on the date hereof and set forth in Schedule 9.16, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (iii) of a customary nature contained in agreements relating to the disposition of a Subsidiary otherwise permitted under this Agreement pending such disposition, provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of or (iv) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture, the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, the First Lien Loan Documents, agreements evidencing Debt permitted pursuant to Section 9.02(j) or Capital Leases creating Liens permitted by Section 9.03(c)) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will this Section 9.16 shall not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement prohibit any negative pledge incurred or provided in favor of any holder of a Lien permitted by clause (g) in the Security Instrumentsdefined term “Excepted Liens” and by Section 9.03(f) solely to the extent such negative pledge relates to the property the subject of such Indebtedness, and (b) any leases or apply to customary provisions in leases, licenses or and similar contracts as they affect any Property restricting the assignment, encumbrance, sub-letting or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiarytransfer thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Indebtedness or which requires the consent of or notice to other Persons in favor of connection therewith or (b) the Administrative Agent and the Lenders Borrower or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryLoan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, provided that (i) the preceding restrictions will foregoing shall not apply to encumbrances restrictions and conditions (A) imposed by applicable laws, rules or regulations, (B) under the Loan Documents or (C) existing on the date hereof under the Bridge Credit Agreement (or the “Loan Documents” thereunder) or under any instrument or agreement evidencing or governing the Senior Notes, (ii) the foregoing shall not apply to customary restrictions arising under and conditions contained in agreements relating to the sale of any asset or a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the asset or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions imposed by reason of any joint venture, partnership or similar arrangement to which any Restricted Subsidiary is a party to the extent applicable to such joint venture, partnership or similar agreement or direct or indirect interests therein, (iv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Security Instruments, property or assets securing such Indebtedness and (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (dB) customary provisions with respect to in leases restricting the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiaryassignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or LienLien subject to such lease or license, (cb) any restriction with respect to a Restricted Subsidiary imposed pursuant to an any agreement entered into for the direct or indirect sale or disposition Sale of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending any assets otherwise permitted hereunder prior to the closing of such sale or dispositionSale, (dc) customary provisions with respect to the distribution of Property in joint venture agreements, (ed) any agreements with respect to restriction imposed on the granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, Lien on any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.of its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (c), (d), (e) or (f) of Section 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens or (e) restrictions imposed by any Governmental Authority or under any Governmental Requirement. US 793906v.7

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent Group will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any (other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (a) this Agreement the Loan Documents, the Permitted Secured Loan Documents or the Security InstrumentsCapital Leases or Purchase Money Debt creating Liens permitted by Section 9.03, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, disposition or (d) customary provisions with respect to the distribution of Property in joint venture agreements) which in any way (i) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property constituting Collateral in favor of the Administrative Agent, for the benefit of the Lenders, or (eii) any agreements with respect to restricts any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition from paying dividends or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by making distributions to the Borrower or any Restricted SubsidiaryGuarantor, or which requires the consent of other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any contract, agreement or understanding (other than (a) this Agreement, (b) the Security Instruments, (c) the agreements creating Liens permitted by Section 9.03(d), (e), (f) and (g) and (d) Immaterial Title Deficiencies) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties to secure the Secured Obligations, or any portion thereof, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; , provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (ci) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of any Subsidiary (or the Property that is subject to such Restricted Subsidiary restriction) permitted by Section 9.12(d) or Section 9.12(j) pending the closing of such sale or disposition, (dii) customary provisions with respect restrictions and conditions contained in any (A) agreement relating to the distribution any disposition of Property in joint venture agreementsnot prohibited hereunder, (eB) any agreements with customary and usual leases, licenses and permits, (C) agreement in respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred 9.02(d) (but only related to the property on which such Liens are created), (D) joint venture agreements to the extent they relate to distribution of Property of such joint venture, and (E) agreements entered into in the ordinary course that restrict assignment of such agreement, and (iii) restrictions imposed by applicable Law. In construing and applying the Borrower definition of “Immaterial Title Deficiencies” for the purposes of this section, contracts, agreements and understandings that prohibit or any Restricted Subsidiaryrestrict Liens in favor of the Administrative Agent or the Secured Parties will be considered “title defects.”

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, contract or agreement (other than this Agreement or understanding the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders to secure the Indebtedness or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; Guarantor provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (b) any contract, agreement or understanding in respect of Debt permitted under Section 9.02(c), (e) (but only to the extent related to the Property on which such Liens were created), and (f), (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of any Subsidiary (or the Property that is subject to such Restricted Subsidiary restriction) pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (e) customary restrictions and conditions contained in any agreements with respect agreement relating to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which casedisposition of Property not prohibited hereunder, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) restrictions imposed by applicable law and (g) customary provisions restricting assignment of any agreements governing Debt permitted by Section 9.02 incurred by agreement entered into in the Borrower or any Restricted Subsidiaryordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security InstrumentsInstruments or the Intercreditor Agreement, (bii) Debt securing Liens or any contract, agreement or understanding creating Liens permitted by Sections 9.03(c), (d), (e), (f), (g), (h), (i) and (k) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, or (dv) customary provisions with respect to the distribution of Property in joint venture agreementsagreements and anti-assignment provisions in contracts but only to the extent such provisions are customary in the oil, (e) any agreements with respect to any Restricted Subsidiary acquired gas and mineral production business and entered into in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property ordinary course of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiarybusiness.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries or any DevCo to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any (other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (a) this Agreement the Loan Documents or the Security InstrumentsCapital Leases or Purchase Money Debt creating Liens permitted by Section 9.03(c) and (d), (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, disposition or (d) customary provisions with respect to the distribution of Property in joint venture agreements) which in any way (i) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property constituting Collateral in favor of the Administrative Agent, for the benefit of the Lenders, or (eii) any agreements with respect to restricts any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which casefrom paying dividends or making distributions to the Parent, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryGuarantor, or which requires the consent of other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary of their respective Subsidiaries or the DevCos to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement, the Security Instruments or Capital Leases creating Liens permitted by Section 9.03(c) and (d), (b) any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (c) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the equity or Property of such Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements or (e) in the case of the DevCos, agreements governing the OMP Credit Facility) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Creditors or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or Agreement, the Security InstrumentsInstruments or any of the Second Lien Loan Documents, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary (other than the Borrower) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.,

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Oil and Gas Property or its Equity Interests in Restricted Subsidiaries in favor of the Administrative Agent and the Lenders Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) Debt permitted by Section 9.02 secured by Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), or any contract, agreement or understanding creating Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Oil and Gas Property or LienLien subject to a lease or license, (cd) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Oil and Gas Property of such Restricted Subsidiary (or the Oil and Gas Property that is subject to such restriction) pending the closing of such sale or disposition, or (de) customary provisions with respect to the distribution of Oil and Gas Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryLoan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases or purchase money Debt permitted by Section 9.03(c) or Debt described on Schedule 9.02 (but in each case only to the extent related to the Property on which such Liens were created), (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) documents evidencing the Senior Notes and (fg) the Second Lien Term Loan Documents as in effect on the Effective Date and any Permitted Refinancing Debt to the extent the restrictions and agreements governing contained in such documents evidencing such Permitted Refinancing Debt permitted by Section 9.02 incurred by are not materially more restrictive than the Borrower restrictions and agreements in the Second Lien Term Loan Documents or any Restricted Subsidiaryare otherwise reasonably satisfactory to the Administrative Agent.

Negative Pledge Agreements; Dividend Restrictions. The Except for restrictions and conditions (i) imposed by law, (ii) existing on the date hereof and set forth in Schedule 9.16, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (iii) of a customary nature contained in agreements relating to the disposition of a Subsidiary otherwise permitted under this Agreement pending such disposition, provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of or (iv) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture, the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments or Capital Leases creating Liens permitted by Section 9.03(c)) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will this Section 9.16 shall not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement prohibit any negative pledge incurred or provided in favor of any holder of a Lien permitted by clause (g) in the Security Instrumentsdefined term “Excepted Liens” and by Section 9.03(f) solely to the extent such negative pledge relates to the property the subject of such Indebtedness, and (b) any leases or apply to customary provisions in leases, licenses or and similar contracts as they affect any Property restricting the assignment, encumbrance, sub-letting or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiarytransfer thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, material agreement or understanding arrangement (other than (a)the Loan Documents, (b)the Revolver Loan Documents (c)Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property that is the subject of such Capital Lease, (d)documents evidencing or securing Purchase Money Indebtedness creating Liens permitted by Section 9.03(c), but then only on the Property that is the subject of such Purchase Money Indebtedness, (e)documents creating Liens which are described in clauses (g) or (h) of the definition of “Excepted Liens”, but then only on the Property that is the subject of the applicable lease or license described in such clause (g) or (h)), (f) customary restrictions and conditions on transfers and investments contained in any agreement relating to the sale of any asset or any subsidiary pending the consummation of such sale, (g) in the case of any Person that becomes a Subsidiary after the Closing Date, any agreement in effect at the time such Person so becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming such a Subsidiary, (h) in the case of any assets acquired after the Closing Date, any agreement in effect at the time of such acquisition which pertains to such assets and only such assets and is assumed in connection with such acquisition, so long as such agreement was not entered into in contemplation of such acquisition, and (i) customary provisions in joint venture agreements and other similar agreements permitted by Section 9.05 and applicable to joint ventures and Equity Interests therein) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Lenders, or that requires the consent of or notice to other Persons in connection therewith, or that restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which that requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Neither Ultimate Parent nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary other Group Member to, create, incur, assume or suffer permit to exist any contract, agreement or understanding (other than (a) this Agreement, (b) the Security Instruments, (c) the agreements creating Liens permitted by Section 9.03(d), (e), (f) and (g) and (d) Immaterial Title Deficiencies) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties to secure the Secured Obligations, or any portion thereof, or restricts any Restricted Subsidiary Group Member from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGroup Member, or which requires the consent of or notice to other Persons in connection therewith; , provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (ci) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of any Subsidiary (or the Property that is subject to such Restricted Subsidiary restriction) permitted by Section 9.12(d) or Section 9.12(j) pending the closing of such sale or disposition, (dii) customary provisions with respect restrictions and conditions contained in any (A) agreement relating to the distribution any disposition of Property in joint venture agreementsnot prohibited hereunder, (eB) any agreements with customary and usual leases, licenses and permits, (C) agreement in respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred 9.02(d) (but only related to the property on which such Liens are created), (D) joint venture agreements to the extent they relate to distribution of Property of such joint venture, and (E) agreements entered into in the ordinary course that restrict assignment of such agreement, and (iii) restrictions imposed by applicable Law. In construing and applying the Borrower definition of “Immaterial Title Deficiencies” for the purposes of this section, contracts, agreements and understandings that prohibit or any Restricted Subsidiaryrestrict Liens in favor of the Administrative Agent or the Secured Parties will be considered “title defects.”

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created, (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) prohibitions, encumbrances or other restrictions imposed by law, (g) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) Lien and (fh) prohibitions, encumbrances or other restrictions imposed by any agreements governing agreement relating to secured Debt permitted by Section 9.02 incurred by 9.02(j), provided that such prohibitions, encumbrances or other restrictions apply only to the Borrower or any Restricted Subsidiaryassets securing such Debt.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Oil and Gas Property or its Equity Interests in Restricted Subsidiaries in favor of the Administrative Agent and the Lenders Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) Debt permitted by Section 9.02 secured by Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), or any contract, agreement or understanding creating Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Oil and Gas Property or LienLien subject to a lease or license, (cd) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Oil and Gas Property of such Restricted Subsidiary (or the Oil and Gas Property that is subject to such restriction) pending the closing of such sale or disposition, or (de) customary provisions with respect to the distribution of Oil and Gas Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith): (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Obligations in favor of the Administrative Agent and the Lenders or restricts Lenders, (b) any Restricted Subsidiary Loan Party from paying dividends or making distributions in respect of its Equity Interests to the Borrower or any Guarantor, (c) paying any Debt owed to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or dispositionLoan Party, (d) customary provisions with respect to making loans or advances to, or other Investments in, the distribution of Property in joint venture agreementsBorrower or any other Loan Party, or (e) transferring any of its Property to the Borrower or any other Loan Party; provided that the foregoing shall not apply to restrictions and conditions under (A) this Agreement, the Security Instruments or the 2026 Senior Notes Documents, (B) agreements with respect or arrangements evidencing or related to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing secured Debt permitted by Section 9.02 incurred by and Section 9.03, in each case only to the Borrower extent such restriction applies only to the Property securing such Debt, (C) customary restrictions and conditions contained in agreements relating to the Disposition of any Property or Equity Interests permitted under Section 9.12 pending such Disposition, in each case only to the extent such restrictions and conditions apply only to the Property or Equity Interests that is to be sold and (D) customary provisions in leases (other than any Restricted SubsidiaryOil and Gas Property) restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary or the DevCos to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement, the Security Instruments or Capital Leases creating Liens permitted by Section 9.03(c) and (d), (a) any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (a) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (a) customary provisions with respect to the distribution of Property in joint venture agreements or (a) in the case of the DevCos, agreements governing the OMP Credit Facility) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or leases, licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created), (d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (de) customary provisions with respect to the distribution of Property in joint venture agreements, (ef) prohibitions, encumbrances or other restrictions imposed by law, (g) in the case of any agreements Subsidiary that is a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary but only with respect to granting, conveying, creation or imposition of any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) Lien and (fh) prohibitions, encumbrances or other restrictions imposed by any agreements governing agreement relating to secured Debt permitted by Section 9.02 incurred by 9.02(j), provided that such prohibitions, encumbrances or other restrictions apply only to the Borrower or any Restricted Subsidiaryassets securing such Debt.

Negative Pledge Agreements; Dividend Restrictions. The Except for restrictions and conditions: (a) imposed by law; (b) of a customary nature contained in agreements relating to the disposition of a Subsidiary otherwise permitted under this Agreement pending such disposition; provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of; (c) contained in the Second Lien Note Documents (and any Permitted Refinancing Debt thereof); (d) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture; (e) in any negative pledge incurred or provided in favor of any holder of a Lien permitted by clause (g) in the defined term “Excepted Liens” or by Section 9.03(c) or (e) solely to the extent such negative pledge relates to the property the subject of such Debt or Lien; (f) contained in customary provisions in leases, licenses and similar contracts restricting the assignment, encumbrance, sub-letting or transfer thereof; and (g) with respect to any Excluded Collateral (as defined in the Guaranty Agreement); the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Collateral Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary or Xxxxxx 2009 Partnership to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith) (a) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties, (b) any Subsidiary or restricts any Restricted Subsidiary Xxxxxx 2009 Partnership from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires (c) any Subsidiary from guaranteeing Debt of the consent of Borrower or any other Persons in connection therewithLoan Party; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement Agreement, the Security Instruments or the Security InstrumentsFirst Lien Loan Documents, (bii) any leases Liens permitted by Section 9.03(c) (but only to the extent related to the Property on which such Liens were created), or licenses or similar contracts as they affect any Property or Lien, (ciii) any restriction with respect to the Borrower or a Restricted Subsidiary or Xxxxxx 2009 Partnership imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of the Property of the Borrower or such Subsidiary or Xxxxxx 2009 Partnership or all or substantially all the Equity Interests equity of a Subsidiary (or the Property of that is subject to such Restricted Subsidiary restriction) pending the closing of such sale or disposition, (d) customary provisions with respect in each case, to the distribution of Property in joint venture agreements, (e) any agreements with respect extent disposition is permitted hereby and such restriction applies only to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property that is the subject of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiarydisposition.

Negative Pledge Agreements; Dividend Restrictions. The Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryLoan Party, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security Instruments, (bii) Debt securing Liens or any contract, agreement or understanding creating Liens permitted by Sections 9.03(c), (d), (e), (f), (g), (h) and (i) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (dv) customary provisions with respect to the distribution of Property in joint venture agreements, agreements or (evi) any agreements with respect the Pogo Debt Instruments and other contractual restrictions to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by Excluded Subsidiaries are party on the Borrower or any Restricted SubsidiaryClosing Date.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (ai) this Agreement or the Security Instruments, (bii) Debt securing Liens permitted by Section 9.03(c) or Section 9.03(g) or any contract, agreement or understanding creating Liens permitted by Section 9.03(d) and Section 9.03(e) or Section 9.03(g) (but only to the extent related to the Property on which such Liens were created), (iii) any leases or licenses or similar contracts as they affect any Property or LienLien subject to a lease or license, (civ) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect 77 sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, or (dv) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Oil and Gas Property or its Equity Interests in Restricted Subsidiaries in favor of the Administrative Agent Agents, the Secured Parties and the Lenders Canadian Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) Debt permitted by Section 9.02 secured by Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), or any contract, agreement or understanding creating Liens permitted by Section 9.03 (subject to the penultimate sentence thereof and only to the extent related to the Property on which such Liens were created), (c) any leases or licenses or similar contracts as they affect any Oil and Gas Property or LienLien subject to a lease or license, (cd) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Oil and Gas Property of such Restricted Subsidiary (or the Oil and Gas Property that is subject to such restriction) pending the closing of such sale or disposition, or (de) customary provisions with respect to the distribution of Oil and Gas Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted SubsidiaryGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a1) this Agreement or the Security InstrumentsDominion Production Payment but only on the Oil and Gas Property subject thereto, (b2) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or LienLien subject to such lease or license, (c3) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests equity or Property of such Restricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, (d4) customary provisions with respect to the distribution of Property in joint venture agreementsagreements or (5) Capital Leases permitted under Section 9.02(g), (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall but then only be effective against on the Property subject of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryCapital Leases.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement and the Security Instruments, (b) agreements with respect to Purchase Money Debt or Finance Leases secured by Liens permitted by Section 9.03(c), but then only with respect to Property which is the subject of such Finance Lease or Purchase Money Debt, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted under Section 9.12 pending the consummation of such sale or disposition, (d) any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (e) any Permitted Senior Unsecured Notes Documents, any Permitted Junior Lien Debt Documents and any Permitted Pari Term Loan Debt Documents, and (f) agreements and understandings contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture), which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent for the benefit of itself and the Lenders Secured Parties, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted SubsidiaryGuarantor.