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

Negative Pledge Agreements; Dividend Restrictions. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (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 to secure the Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (h) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Subsidiary Guarantor, 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) any leases (other than leases restrictions on the transfer of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or licenseEquity Interests in joint ventures, (b) customary 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 imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject with respect to such pending Property imposed under the agreement or agreements governing such Disposition, (cd) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries a Credit Party imposed by any contract, agreement or understanding related to the Liens permitted under clause (c), (e) or (f) of Section 9.03(c) 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (df) Lien restrictions imposed by any Governmental Authority contract, agreement or understanding related to Debt permitted under any Governmental Requirement, (eSection 9.02(h) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property extent relating to the amount of Indebtedness permitted to be encumbered secured by such LiensLiens thereunder, and (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each any provision contained in corporate chartersany contract, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors agreement or the Restricted Subsidiaries and (hunderstanding related to Debt permitted under Section 9.02(h) solely with respect to restrictions on the paying of specifying that dividends or making distributions paid by any Subsidiary to the Borrower or Guarantor, obligations that are binding holders of its Equity Interests shall be paid on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderpro rata basis.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Issuer will not, and will not permit any of the Restricted Subsidiaries other Note Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that which 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 Administrative Agent and the Lenders to secure the Obligations or restricts which requires the consent of other Persons in connection therewith or (b) the Issuer or any Restricted Subsidiary other Note Party from paying dividends or making distributions to the Borrower any Note Party or receiving any Guarantormoney in respect of Debt or other obligations owed to it, 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 under the Note Documents and the First Lien Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Note Party pending such sale; provided such restrictions arising under and conditions apply only to the asset or by reason of other Note Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors foregoing shall not apply to (A) restrictions or the Restricted Subsidiaries conditions imposed by any contract, agreement relating to purchase money Liens or understanding related Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such purchase money Liens permitted under Section 9.03(cor Capital Leases and (B) so long as such restriction only applies to customary provisions in leases restricting the Property permitted to be encumbered by such Liensassignment thereof, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (gC) customary supermajority voting provisions and other customary provisions restricting assignment of any licensing agreement (in which a Note Party or its Subsidiaries are the licensee) with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements a contract entered into by a Note Party or its Subsidiaries in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (hD) solely with respect to restrictions on the paying customary provisions restricting subletting, sublicensing or assignment of dividends any intellectual property license or making distributions to the Borrower or Guarantor, obligations that are binding on any lease governing any Oil and Gas Properties of a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary Note Party and such Restricted Subsidiary is an Immaterial Subsidiary hereunderits Subsidiaries.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, material agreement or understanding arrangement (other than this Agreement (a) the Loan Documents, (b) the Term 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 Security InstrumentsProperty 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 Effective 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 Effective 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 secure the Obligations other Persons in connection therewith, or that restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (h) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or Lenders, restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower any other Loan Party, restricts any Loan Party from making loans or advances to any Guarantorother Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan 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) any leases (other than leases of Oil and Gas Properties) this Agreement, the Security Instruments, or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe documents evidencing the LC Facility, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to Senior Notes and the closing of such Disposition as they affect the Property subject to such pending DispositionIndenture, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction imposed is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the granting, conveying, creation or imposition transfer of any Lien on of its properties to any Property Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Obligors Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrower and one or more Restricted Subsidiaries imposed by any contractpermitted herein, agreement or understanding related to provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (dj) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained assets or property in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company asset sale agreements, partnership agreements, joint venture agreements and other similar stock sale agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries business, and (hk) solely with respect to restrictions on the paying of dividends cash or making distributions to the Borrower other deposits or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderbusiness.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, the Permitted Second Lien Notes and any Permitted Refinancing Debt of any of the foregoing provided that such Permitted Refinancing Debt does not expand the scope of such prohibition or restriction) 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 to secure the Secured Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors Credit Parties or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (gf) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors Credit Parties or the Restricted Subsidiaries and Subsidiaries, (hg) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder, (h) restrictions imposed by any agreement relating to Debt incurred pursuant to Section 9.01 or Permitted Refinancing Debt in respect thereof, to the extent that such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Borrower in good faith and do not restrict Liens on the Collateral to secure the Secured Obligations to any greater extent than the Second Lien Indenture as in effect on the Effective Date and (i) restrictions pursuant to the preferred Equity Interests issued in connection with the Second Lien Exchange that are reasonably satisfactory to the Administrative Agent.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that which 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 Administrative Agent and the Lenders to secure the Secured Obligations or restricts which requires the consent of other Persons in connection therewith or (b) the Borrower or any Restricted Subsidiary other Loan Party from paying dividends or making distributions to the Borrower any Loan Party or receiving any Guarantormoney in respect of Debt or other obligations owed to it, 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 or restrictions arising and conditions under or by reason of (a) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe Loan Documents, (bii) any restriction imposed pursuant the foregoing shall not apply to any agreement entered into for customary restrictions and conditions contained in agreements relating to the Disposition sale of any Property otherwise asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder prior and shall not apply to the closing restrictions on xxxx xxxxxxx money deposits in favor of such Disposition as they affect the Property subject to such pending Dispositionsellers in connection with acquisitions not prohibited hereunder, (ciii) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related foregoing shall not apply to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business applicable to joint ventures permitted hereunder and applicable solely to such joint venture and its equity and (iv) clause (a) of the Obligors foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases or purchase money Debt permitted by this Agreement if such restrictions or conditions apply only to the Restricted Subsidiaries property or assets securing such Secured Obligations, (B) customary provisions in leases and licenses restricting the assignment thereof, (C) limitations and restrictions arising or existing by reason of applicable Governmental Requirement and (hD) solely the Intercreditor Agreement, the Revolving Loan Documents and any agreement governing Permitted Refinancing Debt with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderRevolving Debt.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement or and the Security Instruments, (b) agreements or arrangements evidencing Liens permitted by Section 9.03 to the extent such restriction applies only to the property subject to such Lien, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted under Section 9.09 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 and customary prohibitions on assignment contained in software license agreements, (e) 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, (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of the Borrower or any Restricted Subsidiary, (h) purchase money obligations for property acquired in the ordinary course of business and obligations under Finance Leases that impose restrictions on transferring the property so acquired, (i) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (j) prohibitions or restrictions imposed by any Governmental Requirement, (k) provisions relating to any Lien, so long as (i) such Lien is permitted under the Loan Documents and such restrictions or conditions related only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 9.12) and (l) encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing 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 Obligations Secured Parties or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (h) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.

Negative Pledge Agreements; Dividend Restrictions. The Obligors will not, and will not permit Neither the Borrower nor any of the Restricted its Subsidiaries to, will create, incur, assume or suffer to exist any contract, agreement or understanding (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 to secure the Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition Sale of any Property assets otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending DispositionSale, (c) customary provisions with respect to the distribution of Property in joint venture agreements, (d) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors Borrower or the Restricted any of its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (c) and (d) of Section 9.03(c) 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (de) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (ef) restrictions in the instruments creating an Excepted Lien of the type described in clause (fg) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, and (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries Borrower and (h) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderits Subsidiaries.

Negative Pledge Agreements; Dividend Restrictions. The Obligors will Company shall not, and will shall not permit any of the Credit Party or any Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or and the Security Instrumentsother Credit Documents) that in any way (a) prohibits or restricts the granting, conveying, creation or imposition granting of any Lien on any of its Property in favor of the Administrative Agent and the Lenders property to secure the Obligations (to the extent such property (i) is, or is required to become, Collateral pursuant to the Agreed Security Principles or (ii) is a Rig (other than an Excluded Rig that is an Excluded Rig as of the Effective Date or an Excluded Rig described in clause (b) of the definition thereof)) or (b) restricts any Restricted Subsidiary from (i) paying dividends or making distributions to the Borrower Company or any Guarantorof its other Restricted Subsidiaries or (ii) repaying loans and other Indebtedness or other liabilities owing by it to the Company or another Restricted Subsidiary except, 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or licenseeach case, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (dA) restrictions imposed by any Governmental Authority or under any Governmental Requirementby reason of applicable law, (eB) any restriction on property subject to a Permitted Lien or any Investment not prohibited by Section 7.5, (C) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness or such restrictions are no more restrictive in any material respect, when taken as a whole, that such restrictions contained in the Credit Documents, (D) customary restrictions and conditions contained in any agreement relating to a Disposition, purchase or merger permitted hereunder pending the consummation of such Disposition, purchase or merger, (E) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and on cash or other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements deposits imposed under contracts entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and business, (hF) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person any agreement in effect at the time such a Person first becomes a Restricted Subsidiary of (or any Person not previously a Restricted Subsidiary that is merged, consolidated or amalgamated with or into the BorrowerCompany or a Restricted Subsidiary), so long as such obligations are agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, and (G) restrictions in a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of any Rigs subject thereto; provided that, other than any such Restricted Subsidiary is restrictions with respect to an Immaterial Subsidiary hereunderExcluded Rig, the Company shall promptly notify the Administrative Agent and reasonably describe any such restrictions pursuant to this clause (G) upon the creation, incurrence, assumption or existence of such restrictions.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and nor will not it permit any of the Restricted Subsidiaries other Credit Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, agreements with respect to Purchase Money Indebtedness or Capital Leases secured by Liens permitted by Section 9.03(c), but then only with respect to the Property that is the subject of such Capital Lease or Purchase Money Indebtedness, and documents creating Liens which are described in clause (d), (e) or (f) of the definition of “Excepted Liens”, but then only with respect to the Property that is the subject of the applicable lease, document or license described in such clause (d), (e) or (i) 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 for the Lenders to secure benefit of the Obligations Lenders, or restricts any Restricted Subsidiary Credit Party from paying dividends or making any other distributions in respect of its Equity Interests to any Credit Party. The Borrower will not, nor will it permit any other Credit Party to, prior to the Borrower date that is one year after the Maturity Date, make or offer to make any Guarantor, optional or which requires the consent voluntary Redemption of or notice otherwise optionally or voluntarily Redeem (whether in whole or in part) any principal in respect of any Permitted Unsecured Notes, except so long as (a) no Borrowing Base deficiency or Default exists or results therefrom, (b) after giving pro forma effect to other Persons such Redemption, the Commitment Utilization Percentage is not more than eighty percent (80%) and (c) the Borrower is permitted to borrow under the terms of this Agreement, including Section 6.02 hereof, any Credit Party may voluntarily Redeem any principal in connection therewithrespect of such Debt; provided, however, that the preceding restrictions Borrower will not apply be permitted to encumbrances extend, refinance or restrictions arising under or by reason of (a) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to renew such lease or license, (b) any restriction imposed Debt pursuant to any agreement entered into for the Disposition terms of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (cSection 9.02(i) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (h) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderhereof.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrowers will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or Lenders, restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower any other Loan Party, restricts any Loan Party from making loans or advances to any Guarantorother Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan 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) any leases (other than leases of Oil and Gas Properties) this Agreement or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe Security Instruments, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending DispositionSecond Lien Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by any Co-Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction imposed is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the granting, conveying, creation or imposition transfer of any Lien on of its properties to any Property Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Obligors Borrowers and one or the more Restricted Subsidiaries imposed by any contractpermitted herein, agreement or understanding related to provided that the restrictions in the agreements governing such Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (dj) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained assets or property in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company asset sale agreements, partnership agreements, joint venture agreements and other similar stock sale agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries business, and (hk) solely with respect to restrictions on the paying of dividends cash or making distributions to the Borrower other deposits or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderbusiness.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, the Permitted Second Lien Notes and any Permitted Refinancing Debt thereof provided that such Permitted Refinancing Debt does not expand the scope of such prohibition or restriction) 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 to secure the Secured Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors Credit Parties or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (gf) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors Credit Parties or the Restricted Subsidiaries Subsidiaries, and (hg) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or Lenders, restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower any other Loan Party, restricts any Loan Party from making loans or advances to any Guarantorother Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan 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) any leases (other than leases of Oil and Gas Properties) this Agreement or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe Security Instruments, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending DispositionSenior Unsecured Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction imposed is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred, (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the granting, conveying, creation or imposition transfer of any Lien on of its properties to any Property Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Obligors Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrower and one or more Restricted Subsidiaries imposed by any contractpermitted herein; provided that the restrictions in the agreements governing such Debt are not materially more restrictive, agreement or understanding related to the taken as a whole, than those provided herein, (i) Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (dj) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained assets or property in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company asset sale agreements, partnership agreements, joint venture agreements and other similar stock sale agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries business, and (hk) solely with respect to restrictions on the paying of dividends cash or making distributions to the Borrower other deposits or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderbusiness.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or other understanding (other than this Agreement or the Security Instruments) arrangement that in any way prohibits prohibits, restricts or restricts imposes any condition upon (x) 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 Secured Obligations or restricts (y) the ability of any Restricted Subsidiary from paying (i) to pay the Secured Obligations, make Restricted Payments, pay dividends or making make distributions to the Borrower or any Guarantor, (ii) to make loans or which requires advances to, or other Investments in the consent Borrower or any other Restricted Subsidiary or (iii) to transfer any of its properties to the Borrower or notice to other Persons in connection therewithany Restricted Subsidiary; provided, however, that the preceding restrictions will not apply to encumbrances or any such 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 Lien subject to such lease or license, (bc) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (cd) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors Credit Parties or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (de) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (ef) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors Credit Parties or the Restricted Subsidiaries and Subsidiaries, (h) solely with respect to restrictions on the paying described in clause (y) of dividends or making distributions to the Borrower or Guarantorthis Section 9.14, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderhereunder and (i) restrictions imposed by any agreement relating to Debt incurred pursuant to Section 9.02, including with respect to Debt outstanding on the Effective Date, or Permitted Refinancing Debt in respect thereof, to the extent that such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Borrower in good faith and do not restrict Liens on the Collateral to secure the Secured Obligations to any greater extent than the Senior Unsecured 2026 Notes as in effect on the Effective Date.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security InstrumentsInstruments and any Permitted Refinancing Debt of any of the foregoing provided that such Permitted Refinancing Debt does not expand the scope of such prohibition or restriction) 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, the Collateral Agent and the Lenders to secure the Secured Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors Credit Parties or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (gf) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors Credit Parties or the Restricted Subsidiaries and Subsidiaries, (hg) solely with respect to restrictions on the paying of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder, (h) restrictions imposed by any agreement relating to Debt incurred pursuant to Section 9.01 or Permitted Refinancing Debt in respect thereof, to the extent that such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Borrower in good faith and do not restrict Liens on the Collateral to secure the Secured Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrowers will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or Lenders, restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower any other Loan Party, restricts any Loan Party from making loans or advances to any Guarantorother Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan 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) any leases (other than leases of Oil and Gas Properties) this Agreement or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe Security Instruments, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending DispositionFirst Lien Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by any Co-Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction imposed is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the granting, conveying, creation or imposition transfer of any Lien on of its properties to any Property Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Obligors Borrowers and one or the more Restricted Subsidiaries imposed by any contractpermitted herein, agreement or understanding related to provided that the restrictions in the agreements governing such Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (dj) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained assets or property in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company asset sale agreements, partnership agreements, joint venture agreements and other similar stock sale agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries business, and (hk) solely with respect to restrictions on the paying of dividends cash or making distributions to the Borrower other deposits or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderbusiness.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrowers will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or Lenders, restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower any other Loan Party, restricts any Loan Party from making loans or advances to any Guarantorother Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan 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) any leases (other than leases of Oil and Gas Properties) this Agreement or licenses or similar contracts as they affect any Property or Lien subject to such lease or licensethe Security Instruments, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to Second Lien Loan Documents, the closing of such Disposition as they affect Bridge Loan Documents or the Property subject to such pending DispositionSenior Unsecured Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by any Co-Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction imposed is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the granting, conveying, creation or imposition transfer of any Lien on of its properties to any Property Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Obligors Borrowers and one or the more Restricted Subsidiaries imposed by any contractpermitted herein; provided that the restrictions in the agreements governing such Debt are not materially more restrictive, agreement or understanding related to the taken as a whole, than those provided herein, (i) Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (dj) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained assets or property in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company asset sale agreements, partnership agreements, joint venture agreements and other similar stock sale agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries business, and (hk) solely with respect to restrictions on the paying of dividends cash or making distributions to the Borrower other deposits or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderbusiness.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Parent Guarantor will not, and will not permit any of the Restricted Subsidiaries Credit Party that is a Domestic Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, the Existing Senior Notes or Liens permitted by Section 9.03(b) that or Section 9.03(d), but such restriction shall apply only to the Property subject of such Liens) 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 Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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 except for: (a) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect financial covenant in any Property or Lien subject to such lease or license, agreement evidencing Debt permitted hereunder. (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (ci) any restriction imposed in effect on the granting, conveying, creation date hereof and set forth on Schedule 9.14 or imposition of (ii) in effect at the time any Lien on any Property Subsidiary becomes a Subsidiary of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereofParent Guarantor, so long as such restriction only applies agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent Guarantor. (c) any Contractual Obligation incurred or provided in favor of any holder of obligations secured by a Lien permitted under Section 9.03 solely to the Property permitted extent any such Contractual Obligation relates to be encumbered by (i) the property subject to such LiensLien, (gii) the agreement giving rise to such Contractual Obligation, but only to the extent, and for so long as, such Contractual Obligation is not terminated or rendered ineffective by the UCC or any other applicable law, and/or (iii) the proceeds of the foregoing. (d) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the ordinary course of business. (e) customary restrictions in leases, subleases, licenses or asset or equity sale agreements otherwise permitted hereunder so long as such restrictions relate solely to the assets, equity or entities subject thereto. (f) customary provisions restricting subletting or assignment of any lease or other agreement entered into by the Parent Guarantor or any other Credit Party in the ordinary course of business. (g) restrictions on cash or other deposits imposed in connection with contracts with customers entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and not otherwise prohibited hereunder. (h) solely with respect to restrictions on customary net worth provisions contained in real property leases entered into in the paying ordinary course of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrowerbusiness, so long as Parent Guarantor has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Credit Parties to meet their ongoing obligations. (i) agreements and instruments governing Debt permitted under Section 9.02(g) or Section 9.02(m) so long as the Parent Guarantor shall have determined in good faith (which determination shall be conclusive) that the applicable restrictions will not affect the ability of the Credit Parties to make any payments required under, or otherwise perform their respective obligations under, the Loan Documents. (j) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to above, provided that the same, in the good faith judgment of the Parent Guarantor, is no more restrictive in any material respect, taken as a whole, with respect to the Contractual Obligations that are not entered into the subject of this Section 9.14 than those contained in contemplation of the existing contract, instrument or obligation prior to such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 to secure the Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Subsidiary Guarantor, 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) any leases (other than leases restrictions on the transfer of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or licenseEquity Interests in joint ventures, (b) customary 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 imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject with respect to such pending Property imposed under the agreement or agreements governing such Disposition, (cd) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries a Credit Party imposed by any contract, agreement or understanding related to the Liens permitted under clause (c), (e) or (f) of Section 9.03(c) 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (df) Lien restrictions imposed by any Governmental Authority contract, agreement or understanding related to Debt permitted under any Governmental Requirement, (eSection 9.02(h) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property extent relating to the amount of Indebtedness permitted to be encumbered secured by such LiensLiens thereunder, (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each any provision contained in corporate chartersany contract, bylawsagreement or understanding related to Debt permitted under Sections 9.02(h), stockholders’ agreements(i) or (j) specifying that dividends or distributions paid by any Restricted Subsidiary to holders of its Equity Interests shall be paid on a pro rata basis, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and (h) solely with respect Lien restrictions imposed by any contract, agreement or understanding related to restrictions on any Junior Debt that is secured and not otherwise covered in the paying preceding clauses of dividends or making distributions this Section 9.14, but only to the Borrower extent such restrictions are acceptable to the Administrative Agent in its sole discretion. (aaa) Section 9.15 of the Credit Agreement (Gas Imbalances, Take-or-Pay or Guarantor, obligations that are binding on a Person Other Prepayments) is hereby amended by replacing the word “The” at the time such Person first becomes a Restricted Subsidiary beginning thereof with the words “Until the Merge Trigger Date, the”. (bbb) Section 9.16 of the Borrower, so long Credit Agreement (Swap Agreements) is hereby amended by amending and restating such section to read as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.follows:

Negative Pledge Agreements; Dividend Restrictions. The Obligors Except during an Investment Grade Rating Period, the Parent Guarantor will not, and will not permit any of the Restricted Subsidiaries Credit Party that is a Domestic Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, the Existing Senior Notes or Liens permitted by Section 9.03(b), Section 9.03(d) that or Section 9.03(x) but such restriction shall apply only to the Property subject of such Liens) 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 Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any 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 except for: (a) any leases (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect financial covenant in any Property or Lien subject to such lease or license, agreement evidencing Debt permitted hereunder. (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (ci) any restriction imposed in effect on the granting, conveying, creation date hereof and set forth on Schedule 9.15 or imposition of (ii) in effect at the time any Lien on any Property Subsidiary becomes a Subsidiary of the Obligors or the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Liens, (d) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereofParent Guarantor, so long as such restriction only applies agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent Guarantor. (c) any Contractual Obligation incurred or provided in favor of any holder of obligations secured by a Lien permitted under Section 9.03 solely to the Property permitted extent any such Contractual Obligation relates to be encumbered by (i) the property subject to such LiensLien, (gii) the agreement giving rise to such Contractual Obligation, but only to the extent, and for so long as, such Contractual Obligation is not terminated or rendered ineffective by the UCC or any other applicable law, and/or (iii) the proceeds of the foregoing. (d) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the ordinary course of business. (e) customary restrictions in leases, subleases, licenses or asset or equity sale agreements otherwise permitted hereunder so long as such restrictions relate solely to the assets, equity or entities subject thereto. (f) customary provisions restricting subletting or assignment of any lease or other agreement entered into by the Parent Guarantor or any other Credit Party in the ordinary course of business. (g) restrictions on cash or other deposits imposed in connection with contracts with customers entered into in the ordinary course of business of the Obligors or the Restricted Subsidiaries and not otherwise prohibited hereunder. (h) solely with respect to restrictions on customary net worth provisions contained in real property leases entered into in the paying ordinary course of dividends or making distributions to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrowerbusiness, so long as Parent Guarantor has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Credit Parties to meet their ongoing obligations. (i) agreements and instruments governing Debt permitted under Section 9.02(m) so long as the Parent Guarantor shall have determined in good faith (which determination shall be conclusive) that the applicable restrictions will not affect the ability of the Credit Parties to make any payments required under, or otherwise perform their respective obligations under, the Loan Documents. (j) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to above, provided that the same, in the good faith judgment of the Parent Guarantor, is no more restrictive in any material respect, taken as a whole, with respect to the Contractual Obligations that are not entered into the subject of this Section 9.15 than those contained in contemplation of the existing contract, instrument or obligation prior to such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, or the Second Lien Term Loan Documents) that 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 Obligations or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Subsidiary Guarantor, 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) any leases (other than leases restrictions on the transfer of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or licenseEquity Interests in joint ventures, (b) customary 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 imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject with respect to such pending Property imposed under the agreement or agreements governing such Disposition, (cd) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (e) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries a Credit Party imposed by any contract, agreement or understanding related to the Liens permitted under clause (d), (f) or (g) of Section 9.03(c) 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (df) Lien restrictions imposed by any Governmental Authority contract, agreement or understanding related to Debt permitted under any Governmental Requirement, (eSection 9.02(i) restrictions in the instruments creating an Excepted Lien of the type described in clause (f) of the definition thereof, so long as such restriction only applies to the Property extent relating to the amount of Indebtedness permitted to be encumbered secured by such LiensLiens thereunder, and (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect to the disposition or distribution of assets, each any provision contained in corporate chartersany contract, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors agreement or the Restricted Subsidiaries and (hunderstanding related to Debt permitted under Section 9.02(i) solely with respect to restrictions on the paying of specifying that dividends or making distributions paid by any Subsidiary to the Borrower or Guarantor, obligations that are binding holders of its Equity Interests shall be paid on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderpro rata basis.

Negative Pledge Agreements; Dividend Restrictions. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 Obligations or restricts any Restricted Subsidiary Loan Party from paying dividends or making distributions to the Borrower or any Guarantorother Loan 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 (other than leases of Oil and Gas Properties) or licenses or similar contracts as they affect any Property or Lien subject to such a lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Disposition of any Property otherwise permitted hereunder prior to the closing of such Disposition as they affect the Property subject to such pending Disposition, (c) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Obligors or the Restricted Subsidiaries imposed by 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 permitted under Section 9.03(c) so long as such restriction only applies to the Property permitted to be encumbered by such Lienswere created), (d) restrictions any restriction with respect to a Restricted Subsidiary imposed by any Governmental Authority pursuant to an agreement entered into for the direct or under any Governmental Requirementindirect 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, (e) restrictions customary provisions with respect to the distribution of Property in the instruments creating an Excepted Lien of the type described in clause joint venture agreements, (f) of the definition thereof, so long as such restriction only applies to documents evidencing the Property permitted to be encumbered by such Liens, Senior Notes and (g) customary supermajority voting provisions and other customary provisions with CREDIT AGREEMENT respect the Second Lien Term Loan Documents as in effect on the Amendment Effective Date (after giving effect to the disposition or distribution of assets, each amendments to the Second Lien Term Loan Documents on the Amendment Effective Date) and any Permitted Refinancing Debt to the extent the restrictions and agreements contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture such documents evidencing such Permitted Refinancing Debt are not materially more restrictive than the restrictions and agreements and other similar agreements entered into in the ordinary course of business of the Obligors Second Lien Term Loan Documents or the Restricted Subsidiaries and (h) solely with respect to restrictions on the paying of dividends or making distributions are otherwise reasonably satisfactory to the Borrower or Guarantor, obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunderMajority Lenders.