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

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances to, or other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan DocumentsDefault), (iii) making loans or advances to, or other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan DocumentsDefault) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Capital Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Capital Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan Party, (ii) paying Party or receiving any Indebtedness money in respect of Debt or other obligations owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances toit, or which requires the consent of or notice to other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsPersons in connection therewith; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents or the Second Lien Documents (subject to the Intercreditor Agreement), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any 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, and (Biii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement for relating to purchase money Indebtedness Liens or Finance Lease Obligations Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the Property property or assets securing such purchase money Indebtedness Liens or Finance Lease ObligationsCapital Leases and (B) customary provisions in leases restricting the assignment thereof, (C) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business and (D) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any Oil and Gas Properties of a Loan Party and its Subsidiaries.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith): (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires in favor of the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or Administrative Agent and the Lenders, (b) any Loan Party from paying dividends or making distributions in respect of its Equity Interests to the Borrower or any Guarantor, (c) paying any Debt owed to the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iiid) making loans or advances to, or other Investments in, the Borrower or any other Loan Party Party, or (other than e) transferring any restrictions imposed on any Loan Party making such loan or advance pursuant of its Property to the Borrower or any other Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsParty; provided that (A) the foregoing shall not apply to restrictions and conditions under (A) this Agreement or the Loan Documents and Security Instruments, (B) clause (a) of the foregoing shall not apply agreements or arrangements evidencing or related to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations secured Debt permitted by this Agreement if Section 9.02 and Section 9.03, in each case only to the extent such restriction applies only to the Property securing such Debt, (C) customary restrictions and conditions contained in agreements relating to the Disposition of any Property or Equity Interests permitted under Section 9.12 pending such Disposition, in each case only to the extent such restrictions or and conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease ObligationsEquity Interests that is to be sold and (D) customary provisions in leases (other than any Oil and Gas Property) restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan PartyParty or receiving any money 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 that, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances to, or other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured Obligations; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents Documents, (ii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures existing as of the Petition Date and applicable solely to such joint venture and its equity and (Biii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement for relating to Capital Leases or purchase money Indebtedness or Finance Lease Obligations permitted by this Agreement Debt existing as of the Petition Date if such restrictions or conditions apply only to the Property property or assets securing such purchase money Indebtedness Secured Obligations, (B) customary provisions in leases and licenses restricting the assignment thereof and existing as of the Petition Date, (C) limitations and restrictions arising or Finance Lease Obligationsexisting by reason of applicable Governmental Requirement and (D) the Intercreditor Agreement and the Revolving Loan Documents and the Prepetition Term Loan Documents.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan Party, (ii) paying Party or receiving any Indebtedness money in respect of Debt or other obligations owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances toit, or which requires the consent of or notice to other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsPersons in connection therewith; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any 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 and shall not apply to restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, (iii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture and its equity, (iv) the foregoing shall not apply to the Intercreditor Agreement, the Term Loan Documents and any agreement governing Permitted Refinancing Debt with respect to the Term Debt and (Bv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement for relating to Capital Leases or purchase money Indebtedness or Finance Lease Obligations Debt permitted by this Agreement if such restrictions or conditions apply only to the Property property or assets securing such purchase money Indebtedness Secured Obligations, (B) customary provisions in leases and licenses restricting the assignment thereof, and (C) limitations and restrictions arising or Finance Lease Obligationsexisting by reason of applicable Governmental Requirement.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith): (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires in favor of the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or Administrative Agent and the Lenders, (b) any Loan Party from paying dividends or making distributions in respect of its Equity Interests to the Borrower or any Guarantor, (c) paying any Debt owed to the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iiid) making loans or advances to, or other Investments in, the Borrower or any other Loan Party Party, or (other than e) transferring any restrictions imposed on any Loan Party making such loan or advance pursuant of its Property to the Borrower or any other Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsParty; provided that (A) the foregoing shall not apply to restrictions and conditions under (A) this Agreement, the Security Instruments, the Bridge Loan Documents and or the 2026 Senior Notes Documents, (B) clause (a) of the foregoing shall not apply agreements or arrangements evidencing or related to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations secured Debt permitted by this Agreement if Section 9.02 and Section 9.03, in each case only to the extent such restriction applies only to the Property securing such Debt, (C) customary restrictions and conditions contained in agreements relating to the Disposition of any Property or Equity Interests permitted under Section 9.12 pending such Disposition, in each case only to the extent such restrictions or and conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease ObligationsEquity Interests that is to be sold and (D) customary provisions in leases (other than any Oil and Gas Property) restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) receiving any money in respect of Indebtedness or other obligations owed to it, (iii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents)Party, (iiiiv) making loans or advances to, or other Investments in, any Loan Party Party, (v) transferring any of its assets to any Group Member, or which requires the consent of or notice to other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) Persons in connection therewith or (ivvi) prepaying or ore repaying Secured Obligations; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents and (Bii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Capital Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Capital Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower None of the Loan Parties will, nor will not, and will not they permit any other Group Member Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan Party, (ii) paying Party or receiving any Indebtedness money in respect of Debt or other obligations owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances toit, or which requires the consent of or notice to other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsPersons in connection therewith; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents, the Prepetition Credit Agreement Documents, the Prepetition Note Purchase Documents or the Orders and (Bii) clause (a) of the foregoing shall not apply to restrictions (A) customary provisions in leases restricting the assignment thereof, (B) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or conditions imposed its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (C) customary provisions restricting subletting, sublicensing or assignment of any agreement for intellectual property license or any lease governing any Oil and Gas Properties of a Loan Party and its Subsidiaries and (D) provisions in agreements related to Capital Leases and purchase money Indebtedness or Finance Lease Obligations Debt permitted by this to be incurred and outstanding under the Prepetition Note Purchase Agreement if and the Prepetition Credit Agreement, in each case as in effect at the time of incurrence of such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease ObligationsDebt.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Issuer will not, and will not permit any other Group Member of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower Issuer or any other Group Member Restricted Subsidiary from (i) paying dividends or making distributions to any Loan Note Party, (ii) paying any Indebtedness owed to any Loan Note Party (other than any restrictions imposed on any Loan Note Party making any such payment pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents), (iii) making loans or advances to, or other Investments in, any Loan Note Party (other than any restrictions imposed on any Loan Note Party making such loan or advance pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Note Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Issuer will not, and will not permit any other Group Member of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i5) requires the consent of other Persons in connection therewith or (ii6) provides that any such occurrence shall constitute a default or breach of such agreement or (bxxxix) the Borrower Issuer or any other Group Member Restricted Subsidiary from (i1) paying dividends or making distributions to any Loan Note Party, (ii2) paying any Indebtedness owed to any Loan Note Party (other than any restrictions imposed on any Loan Note Party making any such payment pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents), (iii3) making loans or advances to, or other Investments in, any Loan Note Party (other than any restrictions imposed on any Loan Note Party making such loan or advance pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents) or (iv4) prepaying or repaying Secured Obligations; provided that (Aa) the foregoing shall not apply to restrictions and conditions under the Loan Note Documents and (Bb) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances to, or other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Capital Lease Obligations permitted by this Agreement if 85 such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Capital Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Issuer will not, and will not permit any other Group Member of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower Issuer or any other Group Member Restricted Subsidiary from (i) paying dividends or making distributions to any Loan Note Party, (ii) paying any Indebtedness owed to any Loan Note Party (other than any restrictions imposed on any Loan Note Party making any such payment pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents), (iii) making loans or advances to, or other Investments in, any Loan Note Party (other than any restrictions imposed on any Loan Note Party making such loan or advance pursuant to the Loan Note Documents during an Event of Default or pursuant to the terms of any Permitted Second First Lien Debt Loan Documents having the same restrictions as the Loan Note Documents) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Note Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Capital Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Capital Lease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan Party, (ii) paying Party or receiving any Indebtedness money in respect of Debt or other obligations owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances toit, or which requires the consent of or notice to other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsPersons in connection therewith; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any 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, and (Biii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement for relating to purchase money Indebtedness Liens or Finance Lease Obligations Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the Property property or assets securing such purchase money Indebtedness Liens or Finance Lease ObligationsCapital Leases and (B) customary provisions in leases restricting the assignment thereof, (C) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business and (D) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any Oil and Gas Properties of a Loan Party and its Subsidiaries.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Group Member Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member Loan Party from (i) paying dividends or making distributions to any Loan Party, (ii) paying Party or receiving any Indebtedness money in respect of Debt or other obligations owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances toit, or which requires the consent of or notice to other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured ObligationsPersons in connection therewith; provided that (Ai) the foregoing shall not apply to restrictions and conditions under the Loan Documents Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any 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 and shall not apply to restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, (iii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture and its equity and (Biv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement for relating to Capital Leases or purchase money Indebtedness or Finance Lease Obligations Debt permitted by this Agreement if such restrictions or conditions apply only to the Property property or assets securing such purchase money Indebtedness Secured Obligations, (B) customary provisions in leases and licenses restricting the assignment thereof, and (C) limitations and restrictions arising or Finance Lease Obligationsexisting by reason of applicable Governmental Requirement.