Common use of Prohibited Contracts Clause in Contracts

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Subsidiary of Borrower to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising or existing by reason of applicable Law. No Restricted Person will enter into any “take-or-pay” contract. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Subsidiary of Borrower to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising ansmg or existing by reason of applicable Law. No Restricted Person will enter into any “take-or-pay” contract. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, Borrowers will not (nor will they permit any other Credit Party to) enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Subsidiary of a Borrower to: (a) pay dividends or make other distributions to Borrowerthe Credit Parties, (b) to redeem Equity equity interests held in it by Borrowerother Credit Parties, or (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, the Credit Parties: except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreementsin this Agreement or the other Loan Documents, (ii) customary restrictions existing on the assignment date hereof and set forth on the Disclosure Schedule and extensions, renewals or transfer of any contract or agreement that are contained in such contract or agreementreplacements thereof not expanding the scope thereof, (iii) limitations and restrictions arising contained in connection with Permitted Liens affecting only property subject the Existing Subordinated Notes Indenture or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect to such Permitted Lien, the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to any restriction imposed on particular Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (vi) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or properties pursuant equity interests permitted to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of be so transferred under this Agreement pending the closing of such saleAgreement, and (vvii) limitations and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive with respect to the restrictions arising referred to in clauses (a) through (c) above than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or existing by reason of applicable Law. No Restricted Person will enter into any “take-or-pay” contract. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c)refinancing Credit Parties.

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction (or other consensual restriction restriction) on the ability of any Subsidiary of Borrower Restricted Person to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, agreements (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising or existing by reason of applicable Law. No Except to the extent approved in writing by Administrative Agent, no Restricted Person will enter into any “take-or-pay” contract. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent other contract or otherwise detrimentally affects arrangement for the rights and benefits purchase of Administrative Agent goods or any Lender under services which obligates it to pay for such goods or acquired pursuant services regardless of whether they are delivered or furnished to any Security Documentsit. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to: to (a1) pay dividends or make other distributions to Borrower, (b2) to redeem Equity equity interests held in it by Borrower, (c3) to repay loans and other indebtedness owing by it to Borrower, or (d4) to transfer any of its assets to BorrowerBorrower or (ii) on the ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except in except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the case sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (div) for only, (i) any such encumbrance or restriction consisting of customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and similar conveyances and agreementslicenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions on contained in asset sale agreements limiting the assignment or transfer of any contract or agreement that are contained in such contract or agreement, assets pending the closing of such sale; (iii) limitations and restrictions arising in connection with the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens affecting only on the property subject to such Permitted Lien, ; (iv) any restriction imposed restrictions on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited Equity Interests constituting minority Investments permitted by Section 7.5 of this Agreement pending the closing of such sale, and 7.7; (v) limitations existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and restrictions arising other customary provisions with respect to the disposition or existing distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by reason of applicable Law. No Section 5.19, no Restricted Person will enter into any “"take-or-pay” contract" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease that which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to "multiemployer plan" as defined in Section 4064 4001 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on its ability (or the ability of any Subsidiary of Borrower to: other Restricted Person) to (a) grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of its properties, (b) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrowerany other Restricted Person, (c) to redeem Equity in such Restricted Person that is held by any other Restricted Person, (d) repay loans and other indebtedness Liabilities owing by it such Restricted Person to Borrowerany other Restricted Person, or (de) to transfer any assets of its assets such Restricted Person to Borrowerany other Restricted Person, except except, in the case of clause (de) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreementsof this sentence, (ii1) restrictions under purchase money Liens and Capital Leases permitted under this Agreement with respect to the property that is the subject thereof, (2) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, and (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv3) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and . No Restricted Person will create or allow to exist any agreement (vother than under the Loan Documents) limitations and restrictions arising or existing by reason of applicable Lawcontaining the prohibitions set forth in the preceding sentence. No Restricted Person will enter into any “take-or-pay” contractcontract or other contract or arrangement for the purchase of goods or services that obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects affects, in each case in any material respect, the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security DocumentsDocuments taken as a whole. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Subsidiary of Borrower to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, agreements (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising airing or existing by reason of applicable Lawlaw. No Restricted Person will enter into any “take-or-pay” contractcontract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. No Restricted Person will amend or permit any amendment to any contract or lease that which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to “multiemployer plan” as defined in Section 4064 4001 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction (or other consensual restriction restriction) on the ability of any Subsidiary of Borrower Restricted Person to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, agreements (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising or existing by reason of applicable Law. No Except to the extent approved in writing by Administrative Agent from time to time in its discretion, no Restricted Person will enter into any “take-or-pay” contract. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent other contract or otherwise detrimentally affects arrangement for the rights and benefits purchase of Administrative Agent goods or any Lender under services which obligates it to pay for such goods or acquired pursuant services regardless of whether they are delivered or furnished to any Security Documentsit. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents or the First Lien Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction (or other consensual restriction restriction) on the ability of any Subsidiary of Borrower Restricted Person to: (ai) pay dividends or make other distributions to the Borrower, (bii) to redeem Equity interests held in it by the Borrower, (ciii) to repay loans and other indebtedness owing by it to the Borrower, or (div) to transfer any of its assets to the Borrower, except in the case of clause (div) for (iA) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, agreements (iiB) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iiiC) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (ivD) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 6.05 of this Agreement pending the closing of such sale, and (vE) limitations and restrictions arising or existing by reason of applicable Law. . (b) No Restricted Person will enter into any “take-or-pay” contract. No contract or other contract or arrangement for the purchase of goods or services that obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, except for (i) any such contracts or arrangements approved in writing by the Majority Lenders from time to time in their sole discretion and (ii) Appalachia Gathering Contracts entered into in the ordinary course of business, provided that, with respect to such Appalachia Gathering Contracts, at all times: (A) no such contract commits volumes of oil, gas or other hydrocarbons for a term of more than sixty (60) months; (B) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to the Majority Lenders) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Total Proved Projected Production with respect to the Oil and Gas Properties located in the Appalachian region (determined, for the avoidance of doubt, based on Restricted Persons’ gross working interest (as opposed to net revenue interest) in such Oil and Gas Properties) (herein, “Appalachia Proved Projected Production”), provided that if at any time such percentage exceeds 85% but is less than or equal to 100% with respect to any month due to changes in such Total Proved Projected Production, then the provisions of this clause (B) shall be deemed satisfied, but no Restricted Person will amend shall enter into any other Appalachia Gathering Contract with respect to such month so long as such percentage exceeds 85%; (C) no such contract provides for a price to be charged in excess of the then-prevailing market price in the geographic region, as determined by the Borrower in its commercially reasonable discretion; (D) no such contract requires any Restricted Person to put up money, assets, or permit other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder; (E) no such contract provides for any amendment material term that is materially less favorable to such Restricted Person from the comparable term(s) as set forth in that certain Amended & Restated Gas Gathering Agreement dated effective October 1, 2013 between Vista Gathering and Vantage Appalachia II, as such contract is in effect on the date of this Agreement, as the same may be amended to add a minimum volume commitment thereunder that in no event exceeds 85% of the Total Proved Projected Production with respect to the Oil and Gas Properties dedicated thereunder (the “Existing Gathering Agreement”), and (F) the net gathering fees in any such contract shall not be materially higher than the net gathering fees provided for by the Existing Gathering Agreement; provided, that notwithstanding the foregoing, for so long as the First Lien Credit Agreement contains the provisions set forth in this Section 6.10(b) (other than this proviso), any contracts or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects arrangements approved in writing by the rights and benefits of Administrative First Lien Agent or any Lender under or acquired pursuant the corresponding negative covenant in the First Lien Credit Agreement shall be deemed to any Security Documents. have been approved by the Majority Lenders hereunder. (c) No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents and the Second Lien Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction (or other consensual restriction restriction) on the ability of any Subsidiary of Borrower Restricted Person to: (a) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrower, (c) to repay loans and other indebtedness owing by it to Borrower, or (d) to transfer any of its assets to Borrower, except in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreements, agreements (ii) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and (v) limitations and restrictions arising or existing by reason of applicable Law. No Restricted Person will enter into any “take-or-pay” contract. No contract or other contract or arrangement for the purchase of goods or services that obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, except for (a) any such contracts or arrangements approved in writing by Administrative Agent from time to time in its sole discretion and (b) Appalachia Gathering Contracts entered into in the ordinary course of business, provided that, with respect to such Appalachia Gathering Contracts, at all times: (i) no such contract commits volumes of oil, gas or other hydrocarbons for a term of more than sixty (60) months; (ii) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Total Proved Projected Production with respect to the Oil and Gas Properties located in the Appalachian region (determined, for the avoidance of doubt, based on Restricted Persons’ gross working interest (as opposed to net revenue interest) in such Oil and Gas Properties) (herein, “Appalachia Proved Projected Production”), provided that if at any time such percentage exceeds 85% but is less than or equal to 100% with respect to any month due to changes in such Total Proved Projected Production, then the provisions of this clause (ii) shall be deemed satisfied, but no Restricted Person will amend shall enter into any other Appalachia Gathering Contract with respect to such month so long as such percentage exceeds 85%; (iii) no such contract provides for a price to be charged in excess of the then-prevailing market price in the geographic region, as determined by the Borrower in its commercially reasonable discretion; (iv) no such contract requires any Restricted Person to put up money, assets, or permit other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder; (v) no such contract provides for any amendment material term that is materially less favorable to such Restricted Person from the comparable term(s) as set forth in that certain Amended & Restated Gas Gathering Agreement dated effective October 1, 2013 between Vista Gathering and Vantage Energy Appalachia II LLC, as such contract is in effect on the date of this Agreement, as the same may be amended to add a minimum volume commitment thereunder (the “Existing Gathering Agreement”), and (vi) the net gathering fees in any such contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects shall not be materially higher than the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documentsnet gathering fees provided for by the Existing Gathering Agreement. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. Except as expressly provided for in the Loan Documents, no No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on its ability (or the ability of any Subsidiary of Borrower to: other Restricted Person) to (a) grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of its properties, (b) pay dividends or make other distributions to Borrower, (b) to redeem Equity interests held in it by Borrowerany other Restricted Person, (c) to redeem Equity in such Restricted Person that is held by any other Restricted Person, (d) repay loans and other indebtedness Liabilities owing by it such Restricted Person to Borrowerany other Restricted Person, or (de) to transfer any assets of its assets such Restricted Person to Borrowerany other Restricted Person, except except, in the case of clause (d) for (i) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ agreements, and similar conveyances and agreementsof this sentence, (ii1) restrictions under purchase money Liens and Capital Leases permitted under this Agreement with respect to the property that is the subject thereof, (2) customary restrictions on the assignment or transfer of any contract or agreement that are contained in such contract or agreement, and (iii) limitations and restrictions arising in connection with Permitted Liens affecting only property subject to such Permitted Lien, (iv3) any restriction imposed on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited by Section 7.5 of this Agreement pending the closing of such sale, and . No Restricted Person will create or allow to exist any agreement (vother than under the Loan Documents) limitations and restrictions arising or existing by reason of applicable Lawcontaining the prohibitions set forth in the preceding sentence. No Restricted Person will enter into any “take-or-pay” contractcontract or other contract or arrangement for the purchase of goods or services that obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent or otherwise detrimentally affects affects, in each case in any material respect, the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security DocumentsDocuments taken as a whole. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).

Prohibited Contracts. (a) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction contract or other consensual restriction on (i) the ability of any Subsidiary of Borrower to: to (a1) pay dividends or make other distributions to Borrower, (b2) to redeem Equity equity interests held in it by Borrower, (c3) to repay loans and other indebtedness owing by it to Borrower, or (d4) to transfer any of its assets to BorrowerBorrower or (ii) on the ability of any Restricted Person to grant to Agent and Lenders Liens on its assets , except in except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the case sale or disposition of clause all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (dB) for with respect to the above clauses (i)(4) and (ii) only, (i) any such encumbrance or restriction consisting of customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and co-owners’ nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and similar conveyances and agreementslicenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions on contained in asset sale agreements limiting the assignment or transfer of any contract or agreement that are contained in such contract or agreement, assets pending the closing of such sale; (iii) limitations and restrictions arising in connection with the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens affecting only on the property subject to such Permitted Lien, ; (iv) any restriction imposed restrictions on particular assets or properties pursuant to an agreement entered into for a sale of such assets or properties not prohibited Equity Interests constituting minority Investments permitted by Section 7.5 of this Agreement pending the closing of such sale, and 7.7; (v) limitations existing restrictions with respect to a Person acquired by Borrower or any of its Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired; and (vi) customary supermajority voting provisions and restrictions arising other customary provisions with respect to the disposition or existing distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by reason of applicable Law. No Section 5.19, no Restricted Person will enter into any “take-or-pay” contractcontract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in the ordinary course of business. No Restricted Person will amend or permit any amendment to any contract or lease that which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to “multiemployer plan” as defined in Section 4064 4001 of ERISA. No Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual restriction or other consensual restriction on the ability of any Restricted Person to repay any Indebtedness incurred pursuant to Section 7.1(c).