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

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other obligations owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notes; (ii) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Debt Incurred by a Person on or before the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (viii) (A) purchase money obligations for property acquired in the ordinary course of business and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ix) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvi) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing Date.

Negative Pledge Agreements; Dividend Restrictions. (a) The Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary other Loan Party to, create create, incur, assume or otherwise cause or permit suffer to exist any contract, agreement or become effective any consensual encumbrance or consensual restriction on understanding (other than (a) this Agreement and the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other obligations owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sellSecurity Instruments, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notes; Debt and the Second Lien Security Documents, (iic) any encumbrance agreements or arrangements evidencing or related to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness, (d) customary restrictions and conditions with respect to a Person pursuant to the sale or by reason disposition of an agreement relating to any Capital Stock Property or Debt Incurred by a Person on or before Equity Interests permitted under Section 9.11 pending the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation consummation of such transactionsale or disposition, (e) agreements and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions understandings contained in contracts joint venture agreements or other similar agreements entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or business in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, of such joint venture agreementsor equity interests in such joint venture, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (viii) (Af) purchase money obligations for property acquired in the ordinary course of business and (B) Capitalized Lease Obligations permitted obligations under this Agreement, in each case, Capital Leases that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on transferring the property so acquired; , (ixg) any encumbrance or restriction with respect to a Restricted Subsidiary (or any customary provisions restricting assignment of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and business and (xvih) the Indenture as in effect as of the Closing Date, and encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof the contracts, instruments or obligations referred to in clauses (a) through (g) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Parent’s board of directors, no more restrictive in any material respect with respect to such dividend encumbrance and other payment restrictions taken as a whole than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing) which in any way prohibits or restricts the Indenture as granting, conveying, creation or imposition of any Lien on any of its Property in effect on favor of the Closing DateAdministrative Agent and the Secured Parties or restricts any Loan Party from paying dividends or making distributions to the Parent or any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower will not, and will not permit any Credit Party or Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Credit Party or Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other obligations owed to the Borrower Borrower, any Credit Party or any Restricted Subsidiary (it being understood that the priority of any existing Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower Borrower, any Credit Party or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, Date so long as the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notesremedy for any breach thereof is unenforceable under applicable bankruptcy law; (ii) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Debt Incurred by a Person on or before the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower Credit Parties and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower Credit Parties or any Restricted Subsidiary in any manner material to the Borrower Credit Parties or any Restricted Subsidiary; (iviii) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (viv) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (viv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (viv) or clause (xii) of this paragraph (b) or this clause (viv) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (viivi) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Credit Parties or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and Business, entered into in the ordinary course of businessbusiness and not prohibited under this Agreement; (viiivii) (A) purchase money obligations for property acquired in the ordinary course of business and not prohibited under this Agreement and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ixviii) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition if such sale or disposition is permitted hereunder; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xiix) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xivx) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xvxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; provided, that, the breach of any such restrictions shall not have given rise to any actions which are not stayed pursuant to Section 362 of the Bankruptcy Code; and (xvixii) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing Date.

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower will Company shall not, and will shall not permit any Credit Party or any Restricted Subsidiary to, create create, incur, assume or otherwise cause or permit suffer to exist any contract, agreement or become effective any consensual encumbrance understanding (other than this Agreement and the other Credit Documents) that (a) prohibits or consensual restriction on restricts the ability granting of any Restricted Subsidiary to: (i) pay dividends or make any other distributions Lien on its Capital Stock or pay any Debt or other obligations owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to secure the Obligations (to the Borrower extent such property (i) is, or any Restricted Subsidiary. is required to become, Collateral pursuant to the Agreed Security Principles or (ii) is a Rig (other than an Excluded Rig that is an Excluded Rig as of the Effective Date or an Excluded Rig described in clause (b) The preceding provisions will not prohibit: of the definition thereof)) or (b) restricts any Restricted Subsidiary from (i) paying dividends or making distributions to the Company or any encumbrance of its other Restricted Subsidiaries or restriction pursuant (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 Governmental Authority or by reason of an agreement in effect at or entered into on the Closing Dateapplicable law, including, without limitation, this Agreement, the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notes; (iiB) any encumbrance or restriction with respect on property subject to a Person pursuant to Permitted Lien or any Investment not prohibited by reason of an Section 7.5, (C) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness or such restrictions are no more restrictive in any Capital Stock or Debt Incurred by material respect, when taken as a Person on or before the date on which whole, than such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in the Credit Documents, (D) customary restrictions and conditions contained in any agreement relating to a Disposition, purchase, amalgamation or merger permitted hereunder pending the consummation of such Disposition, purchase, amalgamation or merger, (E) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, not relating to (F) any Debt, and that do not, individually or agreement in effect at the aggregate, detract from the value of, or from the ability of the Borrower and the time a Person becomes a Restricted Subsidiaries to realize the value of, property or assets of the Borrower Subsidiary (or any Person not previously a Restricted Subsidiary in any manner material to that is merged, amalgamated, consolidated or amalgamated with or into the Borrower Company or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided), that so long as such agreement was not entered into in anticipation connection with or in contemplation of the Unrestricted Subsidiary such Person becoming a Restricted Subsidiary Subsidiary, and (G) restrictions in a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of any Rigs subject thereto; provided that, other than any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in an Excluded Rig, the Company shall promptly notify the Administrative Agent and reasonably describe any such agreement taken as a whole are no less favorable in any material respect restrictions pursuant to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of this clause (iiiG) of paragraph (a) aboveupon the creation, any encumbrance incurrence, assumption or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (viii) (A) purchase money obligations for property acquired in the ordinary course of business and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ix) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets existence of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvi) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing Daterestrictions.

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, create create, incur, assume or otherwise cause or permit suffer to exist any contract, agreement or become effective understanding which prohibits or restricts the granting, conveying, creation or imposition of any consensual encumbrance Lien on any of its Property in favor of the Administrative Agent and the Secured Parties or consensual restriction on the ability of restricts any Restricted Subsidiary tofrom paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith other than: (i) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other obligations owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, the Security Instruments other Loan Documents, purchase money Debt or Capital Leases creating Liens permitted by Section 9.03(c) (only to the extent of restrictions on the Property financed thereby or the subject of such Capital Lease) and the Intercreditor Agreement in effect on such date but excluding the Second Lien NotesExisting Indenture; (ii) any encumbrance leases, subleases, licenses or restriction with respect similar contracts as they affect any Property or Lien subject to a Person pursuant to such lease or by reason of an agreement relating to any Capital Stock or Debt Incurred by a Person on or before the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquiredlicense; (iii) encumbrances restrictions binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such restrictions were not created under contracts or agreements entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; (iv) restrictions imposed by any Governmental Requirement; (v) restrictions that arise pursuant to agreements entered into with respect to any sale, transfer or other disposition permitted by Section 9.12 and restrictions contained applicable solely to assets under such sale, transfer or disposition; (vi) customary provisions in contracts joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 9.05, and applicable solely to such joint ventures or otherwise arise in agreements which restrict the disposition or distribution of assets or Property in oil and gas leases, joint operating agreements, joint exploration and/or development agreements, participation agreements and other similar agreements entered into in the ordinary course of the oil and gas exploration and development business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on the use of cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; orand (Fviii) customary provisions with respect to the disposition or distribution restricting assignment of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and any agreement entered into in the ordinary course of business;. (viiib) (A) purchase money obligations for property acquired in the ordinary course of business The Borrower agrees that it will not, and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ix) will not permit any encumbrance or restriction with respect to a Restricted Subsidiary (or to, xxxxx x Xxxx on any of its property or assets) imposed pursuant Property to an agreement entered into for secure obligations outstanding under the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvi) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing DateExisting Senior Notes.

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, create create, incur, assume or otherwise cause or permit suffer to exist any Contractual Requirement (other than this Agreement, the Security Instruments, the Second Lien Documents, Permitted Notes Documents, Capital Leases or become effective purchase money Debt and any consensual encumbrance Permitted Refinancing Debt in respect of the foregoing) which in any way (x) prohibits the granting, conveying, creation or consensual restriction imposition of a Lien on any of its Properties in favor of the ability Administrative Agent for the benefit of the Lenders or (y) prohibits any Restricted Subsidiary to: (i) pay from paying dividends or make any other making distributions on its Capital Stock or pay any Debt or other obligations owed to the Borrower or any Restricted Subsidiary (Guarantor or which requires the consent of or notice to other Persons in connection therewith unless the Borrower determines in good faith when entering into such Contractual Requirement that it being understood would not materially hinder the Borrower’s ability to meet its obligations under this Agreement; provided that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock foregoing shall not be deemed a restriction apply to each of the following Contractual Requirements that: (a) (i) exist on the ability Closing Date and (to make distributions the extent not otherwise permitted by this Section 9.11) are listed on Capital Stock); Schedule 9.11 and (ii) make any loans or advances to the Borrower or extent Contractual Requirements permitted by subclause (i) are set forth in an agreement evidencing Debt, are set forth in any Restricted Subsidiary (it being understood that agreement evidencing any Permitted Refinancing Debt incurred to Refinance such Debt so long as such Permitted Refinancing Debt does not expand the subordination scope of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary.such Contractual Requirement; (b) The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notes; (ii) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Debt Incurred by a Person on or before the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by becoming binding on the Borrower or a Restricted Subsidiary as a result of a merger or consolidation, acquisition of assets or any Subsidiary Redesignation, so long as, in each case, such Contractual Requirements were not entered into solely in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary Person becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquiredBorrower; (vc) arise in connection with a Disposition permitted by Section 9.08 with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant Property related to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusiveDisposition; (vid) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer use of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (viii) (A) purchase money obligations for property acquired in the ordinary course of business and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ix) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) other Debt of the Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in this Agreement and in the Indenture as in effect on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvie) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing Dateimposed by Governmental Requirements.

Negative Pledge Agreements; Dividend Restrictions. (a) The Borrower Parent Group will not, and will not permit any Restricted Subsidiary to, create create, incur, assume or otherwise cause or permit suffer to exist any contract, agreement or become effective any consensual encumbrance understanding (other than (a) the Loan Documents, the Permitted Secured Loan Documents or consensual restriction on the ability of any Restricted Subsidiary to: (i) pay dividends Capital Leases or make any other distributions on its Capital Stock or pay any Purchase Money Debt or other obligations owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Debt Incurred creating Liens permitted by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sellSection 9.03, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, (ic) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Closing Date, including, without limitation, this Agreement, the Security Instruments and the Intercreditor Agreement in effect on such date but excluding the Second Lien Notes; (ii) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Debt Incurred by a Person on or before the date on which such Person was acquired by the Borrower or another Restricted Subsidiary (other than Capital Stock or Debt Incurred, as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Borrower or a Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Debt or any agreement pursuant to which such Debt was Incurred if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Debt or agreement or (B) the Borrower determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments in respect of the Indebtedness, as determined in good faith by the Board of Directors of the Borrower, which determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph (b) or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in any such clause; provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the agreements governing the Debt being refunded, replaced or refinanced; (vii) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in Hedging Obligations permitted from time to time under this Agreement; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (viii) (A) purchase money obligations for property acquired in the ordinary course of business and (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (iii) of paragraph (a) above on the property so acquired; (ix) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of substantially all the Capital Stock equity or assets Property of such Restricted Subsidiary (or the property or assets Property that are is subject to such restriction) pending the closing of such sale or disposition; disposition or (xd) customary provisions with respect to the distribution of Property in joint venture agreements) which in any customary encumbrances way (i) prohibits or restrictions imposed pursuant to restricts the granting, conveying, creation or imposition of any agreement Lien on any of its Property constituting Collateral in favor of the type described in Administrative Agent, for the definition benefit of “Permitted Business Investment”; the Lenders, or (xiii) encumbrances restricts any Restricted Subsidiary from paying dividends or restrictions arising or existing by reason of applicable law making distributions to the Borrower or any applicable ruleGuarantor, regulation or order; (xii) which requires the consent of other Debt Persons in connection therewith. Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments. The Parent Group will not, and will not permit any Restricted Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or such Restricted Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed 1.00% of the Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to aggregate annual production of gas from the Closing Date in accordance with Section 9.02; provided that the provisions relating to such encumbrance or restriction contained in such Debt are not materially less favorable to the Borrower taken as a whole, as determined by the Board of Directors Oil and Gas Properties of the Borrower in good faith, than and its Restricted Subsidiaries during the provisions contained in this Agreement and in the Indenture as in effect most recent calendar year (on the Closing Date; (xiii) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 9.02 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stockan mcf basis); (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvi) the Indenture as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Indenture as in effect on the Closing Date.