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 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 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. 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 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. 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. 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).