Common use of Agreements Restricting Liens and Distributions Clause in Contracts

Agreements Restricting Liens and Distributions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement or Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to (a) restrictions and conditions imposed by Legal Requirements, (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) restrictions on the transfer of Equity Interests in joint ventures, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business with respect to Excluded Property, and (e) in connection with any sale or other disposition of Property permitted hereunder, any restriction as to the continuing imposition of any Lien granted under a Loan Document with respect to such Property after the completion of such sale or disposition which restriction may be imposed under the agreement or agreements governing such sale or disposition.

Agreements Restricting Liens and Distributions. The Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) the Borrower shall not, nor shall it permit or any Domestic Subsidiary to Guarantee the Obligations of its Subsidiaries to, any Loan Party or (c) the Borrower or any other Loan Party to create, incur, assume or permit suffer to exist any contract, agreement or understanding Liens on property of such Person (other than this Agreement or Security Instrumentsany Excluded Property) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (aA) prohibitions, encumbrances or restrictions and conditions imposed by Legal Requirements, or by any Loan Document or any ABL Document (bso long as not more onerous in any material respect than those set forth in the ABL Documents as of the Closing Date) customary and (B) in the case of any Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed on the grantingby its Organizational Documents or any related joint venture or similar agreement; provided that such prohibitions, conveyingencumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (ii) clauses (a) and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale; provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(k); provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02; provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions on imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m); provided that such prohibitions, encumbrances or restrictions apply only to the transfer of Equity Interests in joint venturesassets securing such Debt, or (dB) customary non-assignment provisions in leases, licenses, permits leases and other agreements entered into in restricting the ordinary course of business with respect to Excluded Property, and (e) in connection with any sale assignment thereof or other disposition of Property permitted hereunder, any restriction as to the continuing imposition encumbrance of any Lien granted under a Loan Document with respect to such Property after the completion of such sale rights or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositioninterests thereunder.

Agreements Restricting Liens and Distributions. The Borrower shall notTo the maximum extent permitted by law, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement or Security Instruments) which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or Obligations, (b) restricts any Restricted Subsidiary from paying dividends making Restricted Payments or otherwise transferring Property to the any Borrower, or which requires the consent of or notice to other Persons in connection therewith, or (c) restricts the ability of any Loan Party or any Restricted Subsidiary or Guarantor to Guarantee the Credit Agreement Obligations; provided, that the foregoing shall not apply to (a) restrictions and conditions imposed by Legal Requirements, (bi) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the any Borrower or its Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) restrictions on the transfer of Equity Interests in joint ventures, (dii) customary non-assignment provisions or other restrictions on Liens contained in leases, licenses, permits and joint venture agreements, lease agreements or other agreements contracts entered into in the ordinary course of business business, (iii) restrictions set forth in any documents and agreements in effect on the Closing Date evidencing or securing Permitted Intercompany Debt, (iv) documents governing an Asset Disposition may contain restrictions with respect to Excluded Propertythe assets being disposed, and (ev) in connection with restrictions under any sale applicable law or other disposition of Property permitted hereunder, applicable regulatory authority that apply to any restriction as to the continuing imposition of any Lien granted under a Loan Document with respect to such Property after the completion of such sale or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositionRegulated Subsidiary.

Agreements Restricting Liens and Distributions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement or Agreement, the Security Instruments, and the Subordinated Loan Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends to the Borrower, or which that requires the consent of or notice to other Persons in connection therewith; provided, provided that the foregoing shall not apply to (ai) restrictions and conditions imposed by Legal Requirements, (bii) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries conditions imposed by any contract, agreement relating to other secured Debt permitted by this Agreement if such restrictions or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction conditions apply only applies to the Property permitted under securing such clause to be encumbered by such LiensDebt, (ciii) restrictions on the sublease, assignment or transfer of Equity Interests in joint venturesany Property that is subject to a lease, license or similar contract (dother than a lease, license or similar contract covering or related to Oil and Gas Properties of the Borrower and its Subsidiaries) customary non-or the assignment provisions in leasesor transfer of any such lease, licenseslicense or contract (other than a lease, permits license or similar contract covering or related to any Oil and other agreements entered into in Gas Properties of the ordinary course of business Borrower and its Subsidiaries), and (iv) any restriction with respect to Excluded Property, and (e) the transfer of any Property of Borrower or any of its Subsidiaries imposed pursuant to an agreement entered into by such Person in connection with any a proposed sale or other disposition of Property permitted hereunder, any restriction as to the continuing imposition of any Lien granted under a Loan Document with respect to such Property after pending the completion closing of such sale or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositionsale.

Agreements Restricting Liens and Distributions. The Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) the Borrower shall not, nor shall it permit or any Domestic Subsidiary to Guarantee the Obligations of its Subsidiaries to, any Loan Party or (c) the Borrower or any other Loan Party to create, incur, assume or permit suffer to exist any contract, agreement or understanding Liens on property of such Person (other than this Agreement or Security Instrumentsany Excluded Property) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (aA) prohibitions, encumbrances or restrictions and conditions imposed by Legal Requirements, or by any Loan Document or any ABL Document (bso long as not more onerous in any material respect than those set forth in the ABL Documents as of the Closing Date) customary and (B) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed on the grantingby its Organizational Documents or any related joint venture or similar agreement, conveyingprovided that such prohibitions, creation encumbrances or imposition of restrictions apply only to such Subsidiary and to any Lien on any Property of the Borrower or its Subsidiaries imposed by any contractEquity Interests in such Subsidiary, agreement or understanding related to the Liens permitted under clause (ii) clauses (a) and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(k), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions on imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the transfer of Equity Interests in joint venturesassets securing such Debt, or (dB) customary non-assignment provisions in leases, licenses, permits leases and other agreements entered into in restricting the ordinary course of business with respect to Excluded Property, and (e) in connection with any sale assignment thereof or other disposition of Property permitted hereunder, any restriction as to the continuing imposition encumbrance of any Lien granted under a Loan Document with respect to such Property after the completion of such sale rights or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositioninterests thereunder.

Agreements Restricting Liens and Distributions. The Except for (i) this Agreement and the other Loan Documents, (ii) the Second Lien Loan Documents, (iii) provisions in the 2016 Senior Notes Indenture and in any indenture or other agreement governing any other permitted Senior Unsecured Debt; provided that such provisions are not materially more restrictive than those in this Agreement or the 2016 Senior Notes Indenture as in effect on the Closing Date, and (iv) in connection with any sale or other disposition of Property not constituting Collateral, restrictions on such Property during the pendency of such sale or other disposition imposed under the agreements governing such sale or disposition, the Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement or and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends or otherwise transferring Property to the Borrower, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the foregoing this Section shall not apply to prohibit (aA) restrictions and conditions imposed by Legal Requirements, (b) customary restrictions imposed on the granting, conveying, creation any negative pledge incurred or imposition provided in favor of any Lien on any Property holder of the Borrower or its Subsidiaries imposed secured Debt permitted by any contract, agreement or understanding related Section 6.02(c) of this Agreement to the Liens permitted under clause (b) of Section 6.01 so long as extent any such restriction only applies negative pledge relates solely to the Property permitted under such clause to be encumbered property financed by such Liens, Debt or (cB) restrictions on the transfer of Equity Interests in joint ventures, (d) customary nonanti-assignment provisions in leasesExcluded Contracts but only to the extent such provisions are customary in the oil, licenses, permits gas and other agreements mineral production business and entered into in the ordinary course of business with respect to Excluded Property, and (e) in connection with any sale or other disposition of Property permitted hereunder, any restriction as to the continuing imposition of any Lien granted under a Loan Document with respect to such Property after the completion of such sale or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositionbusiness.

Agreements Restricting Liens and Distributions. The Except for (i) this Agreement and the other Loan Documents, (ii) the First Lien Loan Documents, (iii) provisions in the 2016 Senior Notes Indenture and in any indenture or other agreement governing any other permitted Senior Unsecured Debt; provided that such provisions are not materially more restrictive than those in this Agreement or the 2016 Senior Notes Indenture as in effect on the Closing Date, and (iv) in connection with any sale or other disposition of Property not constituting Collateral, restrictions on such Property during the pendency of such sale or other disposition imposed under the agreements governing such sale or disposition, the Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement or and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying dividends or otherwise transferring Property to the Borrower, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that the foregoing this Section shall not apply to prohibit (aA) restrictions and conditions imposed by Legal Requirements, (b) customary restrictions imposed on the granting, conveying, creation any negative pledge incurred or imposition provided in favor of any Lien on any Property holder of the Borrower or its Subsidiaries imposed secured Debt permitted by any contract, agreement or understanding related Section 6.02(c) of this Agreement to the Liens permitted under clause (b) of Section 6.01 so long as extent any such restriction only applies negative pledge relates solely to the Property permitted under such clause to be encumbered property financed by such Liens, Debt or (cB) restrictions on the transfer of Equity Interests in joint ventures, (d) customary nonanti-assignment provisions in leasesExcluded Contracts but only to the extent such provisions are customary in the oil, licenses, permits gas and other agreements mineral production business and entered into in the ordinary course of business with respect to Excluded Property, and (e) in connection with any sale or other disposition of Property permitted hereunder, any restriction as to the continuing imposition of any Lien granted under a Loan Document with respect to such Property after the completion of such sale or disposition which restriction may be imposed under the agreement or agreements governing such sale or dispositionbusiness.