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

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which 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, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (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 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Credit Parties will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this 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, Lenders to secure the Secured Obligations or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, any leases (other than leases of Oil and Gas Properties) or the documents evidencing the LC Facilitylicenses 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 Senior Notes and Disposition of any Property otherwise permitted hereunder prior to the Indentureclosing of such Disposition as they affect the Property subject to such pending Disposition, (c) applicable lawany restriction imposed on the granting, ruleconveying, regulation creation or orderimposition of any Lien on any Property of the 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 instrument governing Debt Governmental Authority or Equity Interests under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of a Person acquired by the Borrower or any type described in clause (f) of its Restricted Subsidiaries the definition thereof, so long as in effect at the time of such acquisition (except restriction only applies to the extent Property permitted to be encumbered by such Debt or Equity Interests were incurred or issued in connection with such acquisition)Liens, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, (f) customary supermajority voting provisions and 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, customary provisions with respect to such dividendthe disposition or distribution of assets, distribution each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements 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 similar agreements entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in of the ordinary course of business and Capital Lease Obligations that impose restrictions on Credit Parties or the transfer of any of its properties to any Loan PartyRestricted Subsidiaries, (g) any agreement for solely with respect to restrictions on the sale paying of dividends or other disposition of 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 that restricts distributions by that Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary pending its sale or other dispositionand such Restricted Subsidiary is an Immaterial Subsidiary hereunder, (h) agreements governing other restrictions imposed by any agreement relating to Debt of incurred pursuant to Section 9.01 or Permitted Refinancing Debt in respect thereof, to the Borrower and one or more Restricted Subsidiaries permitted herein, provided extent that the such restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein, 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) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect restrictions pursuant to the disposition or distribution of assets or property preferred Equity Interests issued in joint venture agreements, asset sale agreements, and stock sale agreements entered into in connection with the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in Second Lien Exchange that are reasonably satisfactory to the ordinary course of businessAdministrative Agent.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will Company shall not, and will shall not permit any Credit Party or any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way (other than this Agreement and the other Credit Documents) that (a) prohibits or restricts the granting, conveying, creation or imposition granting of any Lien on any of its Property in favor 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 Administrative Agent and Effective Date or an Excluded Rig described in clause (b) of the Lenders, definition thereof)) or (b) restricts any Loan Party Restricted Subsidiary from (i) paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans the Company or advances to any other Loan Party, or restricts any Loan Party from transferring any of its properties other Restricted Subsidiaries or assets (ii) repaying loans and other Indebtedness or other liabilities owing by it to the Company or another Restricted Subsidiary except, in each case, (A) restrictions imposed by 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 Governmental Authority or by reason of (a) this Agreement, the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (c) applicable law, rule, regulation (B) any restriction on property subject to a Permitted Lien or orderany Investment not prohibited by Section 7.5, (dC) any instrument governing Debt or Equity Interests of a Person acquired restrictions imposed by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable restrictions apply only to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Personsecuring such Indebtedness or such restrictions are no more restrictive in any material respect, 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, when taken as a whole, with respect to that such dividend, distribution and other payment restrictions than those contained in those instruments; providedthe Credit Documents, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (eD) customary non-assignment provisions restrictions and conditions contained in contracts and leases entered into in any agreement relating to a Disposition, purchase or merger permitted hereunder pending the ordinary course consummation of business and consistent with past practices; (f) such Disposition, purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the transfer of any of its properties to any Loan Partyor merger, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (kE) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (F) any agreement in effect at the time a Person becomes a Restricted Subsidiary (or any Person not previously a Restricted Subsidiary that is merged, consolidated or amalgamated with or into the Company or a Restricted Subsidiary), so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted 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 restrictions with respect to an Excluded 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 Borrower Issuer will not, and will not permit any Restricted Subsidiary other Note 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 Obligations or which requires the consent of other Persons in favor of connection therewith or (b) the Administrative Agent and the Lenders, restricts Issuer or any Loan other Note Party from paying dividends or making distributions to any Note Party or receiving any money in respect of Debt or other Loan Partyobligations owed to it, restricts any Loan Party from making loans or advances to any other 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, 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) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to purchase money Liens or Capital Leases permitted by this Agreement, the Security Instruments, Agreement if such restrictions or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (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 conditions apply only to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets securing such purchase money Liens or Capital Leases and (B) customary provisions in leases restricting the assignment thereof, (C) customary provisions restricting assignment of any licensing agreement (in which a Note Party or its Subsidiaries are 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, licensee) 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 a contract entered into by a Note Party or its Subsidiaries in the ordinary course of business and consistent with past practices; (fD) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the transfer customary provisions restricting subletting, sublicensing or assignment of any of its properties to intellectual property license or any Loan Party, (g) lease governing any agreement for the sale or other disposition Oil and Gas Properties of a Restricted Subsidiary of the Borrower that restricts distributions by that Restricted Subsidiary pending Note Party and its sale or other disposition, (h) agreements governing other Debt of the Borrower and one or more Restricted Subsidiaries permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessSubsidiaries.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith) (a) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the LendersSecured Parties, restricts (b) any Loan Party Subsidiary 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 Loan PartyRestricted Subsidiary, restricts any Loan Party from (d) making loans or advances to to, or other Investments in, the Borrower or any other Loan PartyRestricted Subsidiary, or restricts any Loan Party from (e) transferring any of its properties Property to the Borrower or assets to any other Loan Party or which requires the consent of or notice to Restricted Subsidiary, other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of than (ai) this Agreement, the Security Instruments, or and the documents evidencing the LC FacilitySecond Lien Note Documents, (bii) customary restrictions and conditions with respect to the Senior Notes and the Indenture, (c) applicable law, rule, regulation sale or order, (d) any instrument governing Debt disposition of Property or Equity Interests of a Person acquired by permitted under Section 9.09 pending the Borrower or any of its Restricted Subsidiaries as in effect at the time consummation of such acquisition sale or disposition, (except to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, 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 iii) customary prohibitions on assignment contained in those instruments; providedsoftware license agreements, that, (iv) agreements and understandings contained 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 joint venture agreements or other similar agreements entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course respect of business and Capital Lease Obligations that impose restrictions on the transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets of such joint venture, (v) any restrictions or property conditions set forth in joint venture agreementsany agreement in effect at any time any Person becomes a Restricted Subsidiary by an acquisition permitted by this Agreement (but not any modification or amendment expanding the scope of any such restriction or condition), asset sale agreements, and stock sale agreements provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the ordinary course restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary, (vi) customary provisions restricting subletting or assignment of businessany lease governing a leasehold interest (other than any Oil and Gas Property) of the Borrower or any Restricted Subsidiary, and (kvii) any restrictions set forth in any agreements with respect to Capital Leases permitted hereunder to the extent such restrictions only apply to the Property securing such Debt, (viii) restrictions on cash or and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (ix) restrictions that are imposed by any Governmental Requirement.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted of the Subsidiary Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Collateral Agent and the Lenders, or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartySubsidiary Guarantor, restricts any Loan Party from making loans or advances to any other 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 foregoing shall not apply to encumbrances or restrictions arising under or by reason of prevent (a) this Agreement, restrictions on the Security Instruments, or the documents evidencing the LC Facilitytransfer of Equity Interests in joint ventures, (b) the Senior Notes and the Indenture, (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 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 leases, licenses, permits 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, (c) in connection with any Disposition of Property permitted hereunder, any restriction with respect to such Property imposed under the agreement or agreements governing such Disposition, (d) 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 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 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (f) Lien restrictions imposed by any contract, agreement or understanding related to Debt permitted under Section 9.02(h) to the extent relating to the amount of Indebtedness permitted to be secured by Liens thereunder, (g) any provision contained in any contract, agreement or understanding related to Debt permitted under Sections 9.02(h), (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, and (kh) Lien restrictions on cash or other deposits or net worth imposed by customers under contracts entered into any contract, agreement or understanding related to any Junior Debt that is secured and not otherwise covered in the ordinary course preceding clauses of businessthis Section 9.14, but only to the 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 Other Prepayments) is hereby amended by replacing the word “The” at the beginning thereof with the words “Until the Merge Trigger Date, the”. (bbb) Section 9.16 of the Credit Agreement (Swap Agreements) is hereby amended by amending and restating such section to read as follows:

Negative Pledge Agreements; Dividend Restrictions. The Borrower Credit Parties will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement, the Security Instruments 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, Lenders to secure the Secured Obligations or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, any leases (other than leases of Oil and Gas Properties) or the documents evidencing the LC Facilitylicenses 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 Senior Notes and Disposition of any Property otherwise permitted hereunder prior to the Indentureclosing of such Disposition as they affect the Property subject to such pending Disposition, (c) applicable lawany restriction imposed on the granting, ruleconveying, regulation creation or orderimposition of any Lien on any Property of the 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 instrument governing Debt Governmental Authority or Equity Interests under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of a Person acquired by the Borrower or any type described in clause (f) of its Restricted Subsidiaries the definition thereof, so long as in effect at the time of such acquisition (except restriction only applies to the extent Property permitted to be encumbered by such Debt or Equity Interests were incurred or issued in connection with such acquisition)Liens, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, (f) customary supermajority voting provisions and 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, customary provisions with respect to such dividendthe disposition or distribution of assets, distribution each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements 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 similar agreements entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in of the ordinary course of business and Capital Lease Obligations that impose restrictions on Credit Parties or the transfer of any of its properties to any Loan PartyRestricted Subsidiaries, (g) any agreement for solely with respect to restrictions on the sale paying of dividends or other disposition of 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 that restricts distributions by that Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary pending its sale or other dispositionand such Restricted Subsidiary is an Immaterial Subsidiary hereunder, (h) agreements governing other restrictions imposed by any agreement relating to Debt of incurred pursuant to Section 9.02 or Permitted Refinancing Debt in respect thereof, to the Borrower and one or more Restricted Subsidiaries permitted herein, provided extent that the such restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into restrictions contained in the ordinary course of business, Loan Documents as determined by the Borrower in good faith and (k) restrictions do not restrict Liens on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessCollateral to secure the Secured Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Credit Parties will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement, the Security Instruments 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, Lenders to secure the Secured Obligations or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, any leases (other than leases of Oil and Gas Properties) or the documents evidencing the LC Facilitylicenses 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 Senior Notes and Disposition of any Property otherwise permitted hereunder prior to the Indentureclosing of such Disposition as they affect the Property subject to such pending Disposition, (c) applicable lawany restriction imposed on the granting, ruleconveying, regulation creation or orderimposition of any Lien on any Property of the 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 instrument governing Debt Governmental Authority or Equity Interests under any Governmental Requirement, (e) restrictions in the instruments creating an Excepted Lien of a Person acquired by the Borrower or any type described in clause (f) of its Restricted Subsidiaries the definition thereof, so long as in effect at the time of such acquisition (except restriction only applies to the extent Property permitted to be encumbered by such Debt or Equity Interests were incurred or issued in connection with such acquisition)Liens, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, (f) customary supermajority voting provisions and 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, customary provisions with respect to such dividendthe disposition or distribution of assets, distribution each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements 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 similar agreements entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in of the ordinary course of business and Capital Lease Obligations that impose restrictions on Credit Parties or the transfer of any of its properties to any Loan PartyRestricted Subsidiaries, (g) any agreement for solely with respect to restrictions on the sale paying of dividends or other disposition of 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 that restricts distributions by that Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary pending its sale or other dispositionand such Restricted Subsidiary is an Immaterial Subsidiary hereunder, (h) agreements governing other restrictions imposed by any agreement relating to Debt of incurred pursuant to Section 9.01 or Permitted Refinancing Debt in respect thereof, to the Borrower and one or more Restricted Subsidiaries permitted herein, provided extent that the such restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into restrictions contained in the ordinary course of business, Loan Documents as determined by the Borrower in good faith and (k) restrictions do not restrict Liens on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessCollateral to secure the Secured Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of other Persons in favor of connection therewith or (b) the Administrative Agent and the Lenders, restricts Borrower or any other Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances receiving any money in respect of Debt or other obligations owed to any other Loan Partyit, 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, provided that (i) the preceding restrictions will foregoing shall not apply to encumbrances 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 arising under and conditions apply only to the asset or by reason other Loan Party that is to be sold and such sale is permitted hereunder and shall not apply to restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (iv) clause (a) of the 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, the Security Instruments, Agreement if such restrictions or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (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 conditions apply only to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets 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 (D) the PersonIntercreditor Agreement, so acquired, the Revolving Loan Documents 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 agreement governing Permitted Refinancing 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessRevolving Debt.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Note Parties will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its their Property in favor of the Administrative Collateral Agent and the Lenders, Secured Parties or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to any other Loan Note Party, restricts any Loan Party from making loans or advances to any other 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, howeveror other than pursuant to the terms of the DST Agreements, that restricts any WH DST from transferring Property to the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of Issuer and its Subsidiaries, other than (a) this Agreement, Agreement and the Security Instruments, or the documents evidencing the LC FacilityCollateral Documents, (b) with respect to the Senior Notes and ability of a Restricted Subsidiary to make dividends or distributions to a Note Party, agreements or arrangements evidencing Excepted Liens permitted by Section 7.03 to the Indentureextent such restriction applies only to the property subject to such Lien, (c) applicable law, rule, regulation customary restrictions and conditions with respect to the sale or orderdisposition of Property or Equity Interests permitted under Section 7.09 pending the consummation of such sale or disposition, (d) any instrument governing Debt or Equity Interests with respect to the ability of a Person acquired by Restricted Subsidiary to make dividends or distributions to a Note Party, any leases or licenses or similar contracts as they affect any Property (other than Oil and Gas Properties) subject to such lease or license and customary prohibitions on assignment contained in software license agreements, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of the Borrower Issuer or any of its Restricted Subsidiaries Subsidiary, (f) as in effect at the time of such acquisition (except it relates to the extent such Debt or Equity Interests were incurred or issued assets that are the subject thereof, purchase money obligations for property acquired in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets ordinary course of any Person, other than the Person, or business and obligations under Finance Leases that impose restrictions on transferring the property or assets of the Person, so acquired, (g) prohibitions or restrictions imposed by any Governmental Requirement, and encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, referred to in clauses (a) through (g) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, restrictive in any material respect with respect to such dividend, distribution encumbrance 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, whole than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject prior to such Liensamendment, (j) provisions with respect to the disposition modification, restatement, renewal, increase, supplement, refunding, replacement or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessrefinancing.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, Agreement or the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the IndentureSecond Lien Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by the 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 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrower Borrowers and one or more Restricted Subsidiaries permitted herein, provided that the restrictions in the agreements governing such Indebtedness Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, Lenders or restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, Agreement or the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indentureany leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (c) applicable lawany contract, rule, regulation agreement or orderunderstanding creating Liens on Capital Leases or purchase money Debt permitted by Section 9.03(c) or Debt described on Schedule 9.02 (but in each case only to the extent related to the Property on which such Liens were created), (d) any 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 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 a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the equity or Property of such dividendRestricted Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition, 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property Property in joint venture agreements, asset sale agreements, (f) the documents evidencing the Senior Notes and stock sale (g) the Second Lien Term Loan Documents as in effect on the Amendment Effective Date (after giving effect to the 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 entered into contained in such documents evidencing such Permitted Refinancing Debt are not materially more restrictive than the restrictions and agreements in the ordinary course of business, and (k) restrictions on cash Second Lien Term Loan Documents or other deposits or net worth imposed by customers under contracts entered into in are otherwise reasonably satisfactory to the ordinary course of businessMajority Lenders.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Note Parties will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its their Property in favor of the Administrative Collateral Agent and the Lenders, Secured Parties or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to any other Loan Note Party, restricts any Loan Party from making loans or advances to any other 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, howeveror other than pursuant to the terms of the DST Agreements, that restricts any WH DST from transferring Property to the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of Issuer and its Subsidiaries, other than (a) this Agreement, Agreement and the Security Instruments, or the documents evidencing the LC FacilityCollateral Documents, (b) with respect to the Senior Notes and ability of a Restricted Subsidiary to make dividends or distributions to a Note Party, agreements or arrangements evidencing Excepted Liens permitted by Section 7.03 to the Indentureextent such restriction applies only to the property subject to such Lien, (c) applicable law, rule, regulation customary restrictions and conditions with respect to the sale or orderdisposition of Property or Equity Interests permitted under Section 7.09 pending the consummation of such sale or disposition, (d) any instrument governing Debt or Equity Interests with respect to the ability of a Person acquired by Restricted Subsidiary to make dividends or distributions to a Note Party, any leases or licenses or similar contracts as they affect any Property (other than Oil and Gas Properties) subject to such lease or license and customary prohibitions on assignment contained in software license agreements, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of the Borrower Issuer or any of its Restricted Subsidiaries Subsidiary, (f) as in effect at the time of such acquisition (except it relates to the extent such Debt or Equity Interests were incurred or issued assets that are the subject thereof, purchase money obligations for property acquired in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets ordinary course of any Person, other than the Person, or business and obligations under Finance Leases that impose restrictions on transferring the property or assets of the Person, so acquired, (g) prohibitions or restrictions imposed by any Governmental Requirement, and encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, referred to in clauses (a) through (g) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, restrictive in any material respect with respect to such dividend, distribution encumbrance 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, whole than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject prior to such Liensamendment, (j) provisions with respect to the disposition modification, restatement, renewal, increase, supplement, refunding, replacement or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessrefinancing.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted of the Subsidiary Guarantors to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, or the Second Lien Term Loan Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, Lenders or restricts any Loan Party Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartySubsidiary Guarantor, restricts any Loan Party from making loans or advances to any other 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 foregoing shall not apply to encumbrances or restrictions arising under or by reason of prevent (a) this Agreement, restrictions on the Security Instruments, or the documents evidencing the LC Facilitytransfer of Equity Interests in joint ventures, (b) the Senior Notes and the Indenture, (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 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 leases, licenses, permits 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, (c) in connection with any Disposition of Property permitted hereunder, any restriction with respect to such Property imposed under the agreement or agreements governing such Disposition, (d) 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 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 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (f) Lien restrictions imposed by any contract, agreement or understanding related to Debt permitted under Section 9.02(i) to the extent relating to the amount of Indebtedness permitted to be secured by Liens thereunder, and (kg) restrictions any provision contained in any contract, agreement or understanding related to Debt permitted under Section 9.02(i) specifying that dividends or distributions paid by any Subsidiary to holders of its Equity Interests shall be paid on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessa pro rata basis.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and nor will not it permit any Restricted Subsidiary other Credit Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this 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 benefit of the Lenders, or restricts any Loan Credit Party from paying dividends or making any other distributions in respect of its Equity Interests to any other Loan Credit Party. The Borrower will not, restricts any Loan Party from making loans or advances to nor will it permit any other Loan PartyCredit Party to, prior to the date that is one year after the Maturity Date, make or restricts offer to make any Loan Party from transferring any of its properties optional or assets to any other Loan Party 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 will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement, the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by the Borrower will be permitted to extend, refinance or any of its Restricted Subsidiaries as in effect at the time of renew such acquisition (except Debt pursuant to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets terms 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; (eSection 9.02(i) 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businesshereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, Agreement or the Security Instruments, or the documents evidencing the LC Facility, (b) the Second Lien Loan Documents, the Bridge Loan Documents or the Senior Notes and the IndentureUnsecured Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by the 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 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrower Borrowers and one or more Restricted Subsidiaries permitted herein, ; provided that the restrictions in the agreements governing such Indebtedness Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, Agreement or the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the IndentureFirst Lien Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by the 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 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrower Borrowers and one or more Restricted Subsidiaries permitted herein, provided that the restrictions in the agreements governing such Indebtedness Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary other Relevant Party to, createdirectly or indirectly, incurenter into, assume incur or suffer permit to exist any contract, agreement or understanding which in other arrangement that prohibits, restricts or imposes any way prohibits condition upon (a) the ability of the Borrower or restricts the grantingany Restricted Subsidiary to create, conveying, creation incur or imposition of permit to exist any Lien on upon any of its Property in favor of the Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, or the documents evidencing the LC Facilityproperty, (b) the Senior Notes and the Indenture, (c) applicable law, rule, regulation ability of any Restricted Subsidiary to pay dividends or order, (d) other distributions with respect to any instrument governing Debt or shares of its Equity Interests of a Person acquired by or to make or repay loans or advances to the Borrower or any of its other Restricted Subsidiaries as in effect at the time of such acquisition (except Subsidiary or to the extent such Debt or Equity Interests were incurred or issued in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets Guarantee Indebtedness of the Person, so acquired, and Borrower or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements other Restricted Subsidiary 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 transfer of any of its properties to any Loan Party, Party or (gc) the ability of any agreement for Loan Party to amend or otherwise modify this Agreement or any other Loan Document; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable law or by the Loan Documents; (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (iii) clause (a) of the Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, foregoing shall not apply to (hA) agreements governing other Debt of the Borrower and one or more Restricted Subsidiaries permitted herein, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein, (i) Capital Leases creating Liens permitted to be incurred under by Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens9.03(c), (j) provisions but then only with respect to the disposition Property that is the subject of such Capital Lease or distribution (B) documents evidencing or securing Purchase Money Indebtedness creating Liens permitted by Section 9.03(c), but then only with respect to the Property that is the subject of such Purchase Money Indebtedness; (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (v) clause (a) of the foregoing shall not apply to any encumbrances or restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not otherwise prohibited by this Agreement; (vi) clause (a) of the foregoing shall not apply to any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business; (vii) clause (a) of the foregoing shall not apply to documents creating Liens which are described in clause (g)(i) or (h) of the definition of the term “Excepted Liens”, and but then only with respect to the Property that is the subject of the applicable lease, document or license described in such clause (kg)(i) or (h); and (viii) clause (a) of the foregoing shall not apply to any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into customers, suppliers or other third parties, in each case, in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, Agreement or the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the IndentureUnsecured Loan Documents, (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 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, 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, ; provided that the restrictions in the agreements governing such Indebtedness Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Credit Parties will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this 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, Lenders to secure the Secured Obligations or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, any leases (other than leases of Oil and Gas Properties) or the documents evidencing the LC Facilitylicenses 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 Senior Notes and Disposition of any Property otherwise permitted hereunder prior to the Indentureclosing of such Disposition as they affect the Property subject to such pending Disposition, (c) applicable lawany restriction imposed on the granting, ruleconveying, regulation creation or orderimposition of any Lien on any Property of the 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 instrument governing Debt Governmental Authority or Equity Interests of a Person acquired by the Borrower or under 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)Governmental Requirement, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, 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 restrictions in the ordinary course instruments creating an Excepted Lien of business and consistent with past practices; the type described in clause (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other dispositiondefinition thereof, (h) agreements governing other Debt of so long as such restriction only applies to the Borrower and one or more Restricted Subsidiaries permitted herein, 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 Property permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to encumbered by such Liens, (jf) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets or property assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements, asset sale agreements, agreements and stock sale other similar agreements entered into in the ordinary course of businessbusiness of the Credit Parties or the Restricted Subsidiaries, and (kg) solely with respect to restrictions on cash the paying of dividends or other deposits making distributions to the Borrower or net worth imposed by customers under contracts 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 the ordinary course contemplation of businesssuch Person becoming a Restricted Subsidiary and such Restricted Subsidiary is an Immaterial Subsidiary hereunder.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (a) this Agreement and the Security Instruments, (b) agreements 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, Secured Parties or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (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 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Negative Pledge Agreements; Dividend Restrictions. The Borrower Except during an Investment Grade Rating Period, the Parent Guarantor will not, and will not permit any Restricted Credit Party that is a Domestic Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, the Existing Senior Notes or Liens permitted by Section 9.03(b), Section 9.03(d) 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, Lenders or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other 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) this Agreement, the Security Instruments, or the documents evidencing the LC Facility, (b) the Senior Notes and the Indenture, (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 Guarantor, except for: (a) any financial covenant in any agreement evidencing Debt permitted hereunder. (b) any agreement (i) in effect on the date hereof and set forth on Schedule 9.15 or (ii) in effect at the time any Subsidiary becomes a Subsidiary of the Parent Guarantor, so long as such agreement was not entered into solely in contemplation of such acquisition Person becoming a Subsidiary of the Parent Guarantor. (except 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 extent any such Debt Contractual Obligation relates to (i) the property subject to such Lien, (ii) 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 Equity Interests were incurred rendered ineffective by the UCC or issued any other applicable law, and/or (iii) the proceeds of the foregoing. (d) customary provisions in 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 and not otherwise prohibited hereunder. (h) customary net worth provisions contained in real property leases entered into in the ordinary course of business, so long as Parent Guarantor has determined in good faith that such acquisition), 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 encumbrance or restriction is determination shall be conclusive) that the applicable restrictions will not applicable affect the ability of the Credit Parties to make any Personpayments required under, or otherwise perform their respective obligations under, the properties Loan Documents. (j) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or assets refinancing of any Personcontract, other than the Person, instrument or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instrumentsobligation referred to above, provided that the amendmentssame, modificationsin the good faith judgment of the Parent Guarantor, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially is no more restrictiverestrictive in any material respect, taken as a whole, with respect to such dividend, distribution and other payment restrictions the Contractual Obligations that are the subject of this Section 9.15 than those contained in those instruments; providedthe existing contract, 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale instrument or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject obligation prior to such Liensamendment, (j) provisions with respect to the disposition modification, restatement, renewal, increase, supplement, refunding, replacement or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessrefinancing.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders, Lenders or restricts any Loan Party Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Loan PartyGuarantor, restricts any Loan Party from making loans or advances to any other 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, provided that the preceding restrictions will foregoing shall not apply to encumbrances or restrictions arising under or by reason of prevent (a) this Agreement, prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures with respect to the Security Instrumentstransfer of, or the documents evidencing making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the LC Facilitytransfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith, (b) the Senior Notes and the Indenture, (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 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 leases, licenses, permits 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 transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of the 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 permitted herein, 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 to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, and stock sale agreements entered into in the ordinary course of business, and (kc) in connection with any Sale of Property permitted hereunder, any restriction with respect to such Property imposed under the agreement or agreements governing such Sale, (d) restrictions on cash or other deposits or net worth imposed by customers any Governmental Authority or under contracts entered into in any Governmental Requirement or (e) any restriction imposed on the ordinary course granting, conveying, creation or imposition of businessany Lien on any Property of the Borrower or any of the Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b), (d), (e), (f), (g) or (h) of Section 9.03 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens.