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

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of other Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Capital Leases and (B) customary provisions in leases restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of or notice to other Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another a Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder, and (iiiiv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Capital Leases Secured Obligations and (B) customary provisions in leases restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of or notice to other Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, the Prepetition Loan Documents, or the Second Lien Term Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another a Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Capital Leases and (B) customary provisions in leases restricting the assignment thereof.Secured Obligations and

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Loan Party Group Member from (i) paying dividends or making distributions to any Loan Party or Party, (ii) receiving any money in respect of Debt Indebtedness or other obligations owed to it, (iii) paying any Indebtedness owed to any Loan Party, (iv) making loans or advances to, or other Investments in, any Loan Party, (v) transferring any of its assets to any Group Member, or which requires the consent of or notice to other Persons in connection therewiththerewith or (vi) prepaying ore repaying Secured Obligations; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, Documents and (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to for purchase money Indebtedness or Capital Leases Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets Property securing such purchase money Indebtedness or Capital Leases and (B) customary provisions in leases restricting the assignment thereofLease Obligations.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure in favor of the Secured Obligations or which requires Collateral Agent, the consent of other Persons in connection therewith Administrative Agent, the Issuer and the Lenders or (b) the Borrower or any other Loan Party Subsidiary from paying dividends or making distributions to the Borrower or any Loan Party or receiving any money in respect of Debt or other obligations owed to itGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to customary restrictions and conditions under the Loan (but shall apply to any prohibitions) imposed by law, by this Agreement or any Unsecured Notes Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the asset or other Loan Party Subsidiary that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Capital Leases Debt and (Biv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure in favor of the Secured Obligations or which requires Collateral Agent, the consent of other Persons in connection therewith Administrative Agent, the Issuer and the Lenders or (b) the Borrower or any other Loan Party Subsidiary from paying dividends or making distributions to the Borrower or any Loan Party or receiving any money in respect of Debt or other obligations owed to itGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to customary restrictions and conditions under the Loan (but shall apply to any prohibitions) imposed by law, by this Agreement or any Unsecured Notes Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the asset or other Loan Party Subsidiary that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Capital Leases Debt, and (Biv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of other Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith): (a) [reserved], (b) any Loan Party from paying dividends or making distributions in respect of its Equity Interests to the Borrower or any Guarantor, (c) paying any Debt owed to the Borrower or any other Loan Party, (d) making loans or advances to, or other Investments in, the Borrower or any other Loan Party, or (e) transferring any of its Property to the Borrower or any other Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions under (A) this Agreement or the Revolving Facility Loan Documents, (iiB) agreements or arrangements evidencing or related to secured Debt permitted by Section 9.02 and Section 9.03, in each case only to the foregoing shall not apply extent such restriction applies only to the Property securing such Debt, (C) customary restrictions and conditions contained in agreements relating to the sale Disposition of any asset Property or another Loan Party Equity Interests permitted under Section 9.12 pending such sale; provided Disposition, in each case only to the extent such restrictions and conditions apply only to the asset Property or other Loan Party Equity Interests that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Capital Leases and (BD) customary provisions in leases (other than any Oil and Gas Property) restricting the assignment thereof.

Negative Pledge Agreements; Dividend Restrictions. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which (other than this Agreement or the Security Instruments) that in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure in favor of the Secured Obligations or which requires Collateral Agent, the consent of other Persons in connection therewith Administrative Agent, the Issuer and the Lenders or (b) the Borrower or any other Loan Party Subsidiary from paying dividends or making distributions to the Borrower or any Loan Party or receiving any money in respect of Debt or other obligations owed to itGuarantor, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to customary restrictions and conditions under the Loan (but shall apply to any prohibitions) imposed by law, by this Agreement or any Unsecured Notes Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the asset or other Loan Party Subsidiary that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Capital Leases Debt, and (Biv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.. ​

Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of other Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to Capital Leases or purchase money Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Capital Leases or Debt and (B) customary provisions in leases restricting the assignment thereof.