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

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), and (iv) documents governing the Holdco Credit Facility) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the Parent, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, and (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), and (iv) documents governing the Holdco Credit Facility) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Term Loan Documents and the Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), ) and (iv) documents governing the Holdco Credit Facilityagreements with respect to any Debt permitted under Section 9.02(j) or Section 9.02(k)) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Term Loan Documents and the Existing Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) 9.03 or Section 9.03(d) 9.03 but then only with respect to the Property that is financed by such Debt, (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), ) and (iv) documents governing agreements with respect to the Holdco Credit FacilityPre-Petition Term Loan Documents, Pre-Petition RBL Loan Documents and the Notes Documents) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Revolving Loan Documents and the Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, and (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), ) and (iv) documents governing the Holdco Credit Facilityagreements with respect to any Debt permitted under Section 9.02(j) or Section 9.02(k)) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Term Loan Documents and the Existing Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, and (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), ) and (iv) documents governing the Holdco Credit Facilityagreements with respect to Permitted Junior Exchange Debt and any Permitted Refinancing Debt in respect thereof) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Revolving Loan Documents and the Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d9.03(e) but then only with respect to the Property that is financed by such Debt, (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), and (iv) documents governing the Holdco Midstream MLP Credit Facility) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the Parent, the Borrower or any other Restricted Subsidiary.

Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary or Drop Down Entity Mortgagor to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than (i) this Agreement and the Security Instruments, (ii) agreements with respect to Debt secured by Liens permitted by Section 9.03(c) or Section 9.03(d) but then only with respect to the Property that is financed by such Debt, and (iii) documents creating Liens which are described in clause (d), (f), (h) or (i) 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), (f), (h) or (i), and (iv) documents governing the Holdco Credit Facility) that in any way prohibits or restricts the granting, conveying, creation or imposition of the Liens on any of its Property in favor of the Administrative Collateral Agent for the benefit of the Secured Parties that are created pursuant to the Security Instruments to secure the Obligations. The Parent Guarantor and the Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than the Loan Documents, the Revolving Loan Documents and the Senior Notes Documents) that restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary.