Common use of Negative Pledges, Restrictive Agreements, etc Clause in Contracts

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness, Indebtedness permitted under Section 7.2.2(b)(i) or subject to a Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.27.2.2(b)(ii), customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted by clause (c) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its the properties, revenues or assetsassets of Borrower or any of its Wholly-Owned Subsidiaries, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, not and will not permit any of their respective Subsidiaries to, Restricted Subsidiary to enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Effective Date and, with respect to clause (a) below, by clauses (h) and (j) of Section 7.2.2 solely as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assetsOil and Gas Properties, whether now owned or hereafter acquired acquired; or (other than, in b) the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or or (bc) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary Obligor to make any payment, directly or indirectly, to the Borrowerany other such Obligor.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and, with respect to clause (a) below, by clause (b) of Section 7.2.2 solely as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues Oil and Gas Properties or assetsother Property, whether now owned or hereafter acquired acquired; or (other than, in b) the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Guarantor Neither CPG will, nor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement prohibiting (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Effective Date and, with respect to clause (a) below, by clauses (d) and (f) of Section 7.2.2 solely as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired acquired; or (other than, in b) the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or or (bc) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the any Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The --------------------------------------------- Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted by either clause (b) of Section 7.2.2 as in effect on the Effective Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its Capital Stock, properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary or partnership to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Fourth Amended and Restated Effective Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Restricted Subsidiaries (other than pursuant to a Permitted Acquisition) to, enter into any agreement prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, than in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, Indebtedness permitted under clause (e) of Section 7.2.27.2.2 or subject to Capitalized Lease Liabilities permitted under such clause (e), customary limitations and prohibitions contained in such Indebtedness or Capitalized LeaseIndebtedness), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Closing Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and the Co-Borrowers will not permit any of their respective Subsidiaries to(other than pursuant to a Permitted Acquisition), enter into any agreement prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, than (x) in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, Indebtedness permitted under clause (e) of Section 7.2.27.2.2 or subject to Capitalized Lease Liabilities permitted under such clause (e), customary limitations and prohibitions contained in such Indebtedness or Capitalized LeaseIndebtedness; and (y) limitations and prohibitions contained in the Joint Marketing Arrangement on new Liens on the property upon which Liens are permitted under clause (m) of Section 7.2.3), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary Co-Borrower from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary Co-Borrower to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted by clauses (b) or (e) of Section 8.2.2 as in effect on the Effective Date as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any than those assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, Liens permitted under clause (e) of by Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease8.2.3(b)), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement (excluding, however, (i) this Agreement and any other Loan Document, or (ii) in the case of clause (a) below, any agreement governing any Indebtedness permitted by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) governing any Indebtedness prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in to the case extent that any such negative pledge would prohibit the creation or first priority perfection of any assets acquired with Liens of the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under type described in clause (ex) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or 7.2.3; (iib) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor Subsidiaries to amend or otherwise modify this Agreement or any other Loan Operative Document; or (bc) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted by clauses (b) or (e) of Section 8.2.2 as in effect on the Effective Date as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any than those assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, Liens permitted under clause by Section 8.2.3(b) and (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Leases)), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (ef) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Third Amended and Restated Effective Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Designated Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause CLAUSE (eE) of Section SECTION 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Designated Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clauses (c) or (d) of Section 7.2.1 as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, except for restrictions contained in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, leases permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Leasethis Agreement with respect to the assets leased), or (ii) the ability of the Borrower, any Parent Guarantor such Borrower or any other Obligor obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the such Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrower and each Parent Designated Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Designated Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document, any agreement governing Indebtedness permitted by clause (b) of Section 7.2.2 as in effect on the Agreement Effective Date, and as to the assets financed with the proceeds of such Indebtedness permitted by clause (e) or (g) of Section 7.2.2) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Amendment and Restatement Effective Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries other Obligor to, enter into any agreement prohibiting (excluding this Agreement and any agreement governing any Debt permitted by Section 6.2(c) as to the assets financed with the proceeds of such Debt) that would (a) require any Obligor to xxxxx x Xxxx to any Person other than the Administrative Agent, other than the Permitted Liens; (ib) prohibit the creation or assumption of any Lien in favor of the Administrative Agent upon its such Obligor’s properties, revenues or assets, whether now owned or hereafter acquired (other thanacquired, in or the case ability of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or or (bc) prohibit the ability of any Subsidiary from making Obligor (other than the Borrower) to make any payments, payments directly or indirectly, indirectly to the Borrower Borrower, by way of dividends, advances, repayments of loans or advances, reimbursements of management and any other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which that restricts the ability of any such Subsidiary Obligor to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries the other Obligors to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Effective Date or by clause (c) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document, any agreement governing indebtedness which is both permitted to be incurred pursuant to subparagraph 6(A) and secured by mortgages, liens or other security interests permitted by subparagraph 6(B) or, with respect to subdivision (1) below, the agreements disclosed in Exhibit E) prohibiting: (a1) the (i) creation or assumption of any Lien lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor Person to amend or otherwise modify this Agreement or any other Loan Document; or (b2) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and as to the assets financed with the proceeds of such Indebtedness any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Amendment Effective Date or by clause (e) or (g) of Section 7.2.2) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Effective Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each the Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document, the Parent Senior Subordinated Notes as in effect on the date hereof, the Borrower Senior Subordinated Debt Documents as in effect on the date hereof, and as to the assets financed with the proceeds of such Indebtedness any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Initial Effective Date or by clause (e) or (g) of Section 7.2.2) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than, in the case of any assets acquired with the proceeds of any Indebtednessacquired, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) the ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrower and each Parent Guarantor will not, and will not permit any of their respective its Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the Effective Date and, with respect to clause (a) below, by clause (c) of Section 7.2.2 solely as to the assets financed with the proceeds of such Indebtedness) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues Oil and Gas Properties or assetsother Property, whether now owned or hereafter acquired acquired; or (other than, in b) the case of any assets acquired with the proceeds of any Indebtedness, or subject to Capitalized Lease Liabilities, permitted under clause (e) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any Parent Guarantor Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower.