Common use of Burdensome Agreement Clause in Contracts

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Borrower or any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) to the Borrower or any of its Restricted Subsidiaries or pay any liabilities owed to the Borrower or any of its Restricted Subsidiaries; (ii) make loans or advances to the Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) the ABL Agreement or (B) any existing Indebtedness or any other agreements set forth on Schedule 6.13, in the case of clauses (A) and (B), in effect on the Closing Date; (ii) set forth in this Agreement and the other Loan Documents; (iii) existing under, by reason of or with respect to Applicable Law; (iv) with respect to any Person or the property or assets of a Person acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is 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 any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral).

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create Enter into or permit to exist or become effective any consensual encumbrance or restriction on Contractual Obligation that limits the ability of the Borrower or (a) any Subsidiary to make Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) Payments to the Borrower or any of its Restricted Subsidiaries Guarantor or pay any liabilities owed to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) any Loan Party to Guarantee the Indebtedness of its Restricted Subsidiaries; the Borrower (iiother than Contractual Obligations in agreements governing Indebtedness incurred after the Funding Date in accordance with Section 7.02) make loans or advances to (c) the Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets Loan Party to the Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person Person, in each case except for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Contractual Obligations which exist on the ABL Agreement or (B) any existing Indebtedness or any other agreements Funding Date and are set forth on Schedule 6.137.09 (and any renewal, in extension or replacement thereof so long as such renewal, extension or replacement does not expand the case scope of clauses (A) and (Bsuch Contractual Obligations to any material extent), in effect on the Closing Date; (ii) set forth in this Agreement Agreement, any other Loan Document and the other Loan Documents; Senior Notes Documents and any Permitted Refinancing thereof, (iii) existing underany Contractual Obligations that are binding on a Person at the time such Person becomes a Subsidiary, by reason so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary (and any renewal, extension or with respect replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to Applicable Law; any material extent), (iv) any Contractual Obligations that arise in connection with respect a Disposition permitted by Section 7.05, (v) any Contractual Obligations that are provisions in joint venture agreements and other similar agreements applicable to joint ventures and not prohibited by the terms of this Agreement, (vi) any Person negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent that any such negative pledge or restriction applies only to the property or assets of a Person acquired after securing such Indebtedness, (vii) any Contractual Obligations that are customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereunder so long as such restrictions apply only to the Closing Date by assets that are the Borrower subject thereof, (viii) any Contractual Obligations that are customary provisions restricting subletting or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets assignment of any Personlease governing a leasehold interest, other than the Person, or the property or assets of the Person, so acquired and (ix) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness Contractual Obligations that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a are customary manner the subletting, provisions restricting assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement business and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances Contractual Obligations that exist under or restrictions imposed by reason of applicable Law, or are required by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements regulatory authority having jurisdiction over the Borrower or refinancings any Subsidiary or any of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral)their respective businesses.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Par Borrower or any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) to the Par Borrower or any of its Restricted Subsidiaries or pay any liabilities owed to the Par Borrower or any of its Restricted Subsidiaries; (ii) make loans or advances to the Par Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets to the Par Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any ABL Agreement that are no more restrictive, when taken as a whole, in any material respect than the ABL Agreement as in effect on the Closing Date (unless reasonably satisfactory to the Agent) or (B) any existing Indebtedness or any other agreements set forth on Schedule 6.136.13 and any Refinancing Indebtedness in respect thereof that is not more restrictive, when taken as a whole, than the terms of such existing Indebtedness or agreement, in the case of clauses (A) and (B), in effect on the Closing Date; (ii) set forth in this Agreement and the other Loan Documents; (iii) existing under, by reason of or with respect to Applicable Law; (iv) with respect to any Person or the property or assets of a Person acquired after the Closing Date by the Par Borrower or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is 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 any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Par Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Par Borrower or any Restricted Subsidiary thereof in any manner material to the Par Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement and which an officer of the Par Borrower determines in good faith will not materially adversely affect the Borrower’s Borrowers’ ability to make payments of principal or interest payments on the Loans; (x) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ixxvi) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Par Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and; (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral); (xii) any agreement for the sale or other disposition of some or all of the capital stock of, or any property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (xiii) provisions with respect to the disposition or distribution of assets or property in exchange agreements, trading agreements, netting agreements, consignment agreements, operating agreements, construction agreements, supply agreements, terminal, agreements, storage agreements, purchase sale agreements, Hedge Agreement, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business consistent with past practice, which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries in which the Borrowers or the Restricted Subsidiaries engage from time to time; and (xv) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Par Borrower or any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) to the Par Borrower or any of its Restricted Subsidiaries or pay any liabilities owed to the Par Borrower or any of its Restricted Subsidiaries; (ii) make loans or advances to the Par Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets to the Par Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lender Group Secured Parties to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances encumbrances, conditions or restrictions: (i) existing under, by reason of or with respect to (A) any Term Loan Credit Agreement that are no more restrictive, when taken as a whole, in any material respect than the ABL Term Loan Credit Agreement as in effect on the Closing Date (unless reasonably satisfactory to the Agent) or (B) any existing Indebtedness or any other agreements set forth on Schedule 6.136.13 and any Refinancing Indebtedness in respect thereof that is not more restrictive, when taken as a whole, than the terms of such existing Indebtedness or agreement, in the case of clauses (A) and (B), in effect on the Closing Date; (ii) set forth in this Agreement and the other Loan Documents; (iii) existing under, by reason of or with respect to Applicable Law; (iv) with respect to any Person or the property or assets of a Person acquired after the Closing Date by the Par Borrower or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is 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 any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Par Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Par Borrower or any Restricted Subsidiary thereof in any manner material to the Par Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement and which an officer of the Par Borrower determines in good faith will not materially adversely affect the Borrower’s Borrowers’ ability to make payments of principal or interest payments on the Loans; (x) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ixxv) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Par Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and; (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral); (xii) any agreement for the sale or other disposition of some or all of the capital stock of, or any property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (xiii) provisions with respect to the disposition or distribution of assets or property in exchange agreements, trading agreements, netting agreements, consignment agreements, operating agreements, construction agreements, supply agreements, terminal, agreements, storage agreements, purchase sale agreements, Hedge Agreement, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business consistent with past practice, which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries in which the Borrowers or the Restricted Subsidiaries engage from time to time; and (xv) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Par Borrower or any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) to the Par Borrower or any of its Restricted Subsidiaries or pay any liabilities owed to the Par Borrower or any of its Restricted Subsidiaries; (ii) make loans or advances to the Par Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets to the Par Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lender Group Secured Parties to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Term Loan Credit Agreement that are no more restrictive, when taken as a whole, in any material respect than the ABL Term Loan Credit Agreement as in effect on the Closing Date (unless reasonably satisfactory to the Agent) or (B) any existing Indebtedness or any other agreements set forth on Schedule 6.136.13 and any Refinancing Indebtedness in respect thereof that is not more restrictive, when taken as a whole, than the terms of such existing Indebtedness or agreement, in the case of clauses (A) and (B), in effect on the Closing Date; (ii) set forth in this Agreement and the other Loan Documents; (iii) existing under, by reason of or with respect to Applicable Law; (iv) with respect to any Person or the property or assets of a Person acquired after the Closing Date by the Par Borrower or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is 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 any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Par Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Par Borrower or any Restricted Subsidiary thereof in any manner material to the Par Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement and which an officer of the Par Borrower determines in good faith will not materially adversely affect the Borrower’s Borrowers’ ability to make payments of principal or interest payments on the Loans; (x) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ixxv) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Par Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and; (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral); (xii) any agreement for the sale or other disposition of some or all of the capital stock of, or any property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (xiii) provisions with respect to the disposition or distribution of assets or property in exchange agreements, trading agreements, netting agreements, consignment agreements, operating agreements, construction agreements, supply agreements, terminal, agreements, storage agreements, purchase sale agreements, Hedge Agreement, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business consistent with past practice, which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries in which the Borrowers or the Restricted Subsidiaries engage from time to time; and (xv) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Par Borrower or any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) to the Par Borrower or any of its Restricted Subsidiaries or pay any liabilities owed to the Par Borrower or any of its Restricted Subsidiaries; (ii) make loans or advances to the Par Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets to the Par Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lender Group Secured Parties to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Term Loan Credit Agreement that are no more restrictive, when taken as a whole, in any material respect than the ABL Term Loan Credit Agreement as in effect on the Closing Date (unless reasonably satisfactory to the Agent) or (B) any existing Indebtedness or any other agreements set forth on Schedule 6.136.13 and any Refinancing Indebtedness in respect thereof that is not more restrictive, when taken as a whole, than the terms of such existing Indebtedness or agreement, in the case of clauses (A) and (B), in effect on the Closing Date; (ii) set forth in this Agreement and the other Loan Documents; (iii) existing under, by reason of or with respect to Applicable Law; (iv) with respect to any Person or the property or assets of a Person acquired after the Closing Date by the Par Borrower or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is 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 any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral).6.13

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create Enter into or permit to exist or become effective any consensual encumbrance or restriction on Contractual Obligation that limits the ability of the Borrower or (a) any Subsidiary to make Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) Payments to the Borrower or any of its Restricted Subsidiaries Guarantor or pay any liabilities owed to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) any Loan Party to Guarantee the Indebtedness of its Restricted Subsidiaries; the Borrower (iiother than Contractual Obligations in agreements governing Indebtedness incurred after the Closing Date in accordance with Section 7.02) make loans or advances to (c) the Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets Loan Party to the Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person Person, in each case except for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Contractual Obligations which exist on the ABL Agreement or (B) any existing Indebtedness or any other agreements Closing Date and are set forth on Schedule 6.137.09 (provided that, in on or prior to the case of clauses (A) and (B), in effect on date that is 20 Business Days after the Closing Date; , Schedule 7.09 may be amended by the Borrower, with retroactive effect to the Closing Date and without the consent of any Lender, to add any additional Contractual Obligations identified by the Borrower, so long as all such amendments, taken as a whole, shall not be adverse in any material respect to the interests of the Lenders in the good faith judgment of the Borrower) (and any renewal, extension or replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to any material extent), (ii) set forth in this Agreement Agreement, any other Loan Document and the other Loan Documents; Existing Senior Notes Documents and any Permitted Refinancing thereof, (iii) existing underany Contractual Obligations that are binding on a Person at the time such Person becomes a Subsidiary, by reason so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary (and any renewal, extension or with respect replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to Applicable Law; any material extent), (iv) any Contractual Obligations that arise in connection with respect a Disposition permitted by Section 7.05, (v) any Contractual Obligations that are provisions in joint venture agreements and other similar agreements applicable to joint ventures and not prohibited by the terms of this Agreement, (vi) any Person negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent that any such negative pledge or restriction applies only to the property or assets of a Person acquired after securing such Indebtedness, (vii) any Contractual Obligations that are customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereunder so long as such restrictions apply only to the Closing Date by assets that are the Borrower subject thereof, (viii) any Contractual Obligations that are customary provisions restricting subletting or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets assignment of any Personlease governing a leasehold interest, other than the Person, or the property or assets of the Person, so acquired and (ix) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness Contractual Obligations that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a are customary manner the subletting, provisions restricting assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement business and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances Contractual Obligations that exist under or restrictions imposed by reason of applicable Law, or are required by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements regulatory authority having jurisdiction over the Borrower or refinancings any Subsidiary or any of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral)their respective businesses.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create Enter into or permit to exist or become effective any consensual encumbrance or restriction on Contractual Obligation that limits the ability of the Borrower or (a) any Subsidiary to make Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) Payments to the Borrower or any of its Restricted Subsidiaries Guarantor or pay any liabilities owed to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) any Loan Party to Guarantee the Indebtedness of its Restricted Subsidiaries; the Borrower (iiother than Contractual Obligations in agreements governing Indebtedness incurred after the Closing Date in accordance with Section 7.02) make loans or advances to (c) the Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets Loan Party to the Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person Person, in each case except for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Contractual Obligations which exist on the ABL Agreement or (B) any existing Indebtedness or any other agreements Closing Date and are set forth on Schedule 6.137.09 (and any renewal, in extension or replacement thereof so long as such renewal, extension or replacement does not expand the case scope of clauses (A) and (Bsuch Contractual Obligations to any material extent), in effect on the Closing Date; (ii) set forth in this Agreement Agreement, any other Loan Document and the other Loan Documents; Senior Notes Documents and any Permitted Refinancing thereof, (iii) existing underany Contractual Obligations that are binding on a Person at the time such Person becomes a Subsidiary, by reason so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary (and any renewal, extension or with respect replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to Applicable Law; any material extent), (iv) any Contractual Obligations that arise in connection with respect a Disposition permitted by Section 7.05, (v) any Contractual Obligations that are provisions in joint venture agreements and other similar agreements applicable to joint ventures and not prohibited by the terms of this Agreement, (vi) any Person negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent that any such negative pledge or restriction applies only to the property or assets of a Person acquired after securing such Indebtedness, (vii) any Contractual Obligations that are customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereunder so long as such restrictions apply only to the Closing Date by assets that are the Borrower subject thereof, (viii) any Contractual Obligations that are customary provisions restricting subletting or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets assignment of any Personlease governing a leasehold interest, other than the Person, or the property or assets of the Person, so acquired and (ix) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness Contractual Obligations that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a are customary manner the subletting, provisions restricting assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement business and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances Contractual Obligations that exist under or restrictions imposed by reason of applicable Law, or are required by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements regulatory authority having jurisdiction over the Borrower or refinancings any Subsidiary or any of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral)their respective businesses.

Burdensome Agreement. (a) Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create Enter into or permit to exist or become effective any consensual encumbrance or restriction on Contractual Obligation that limits the ability of the Borrower or (a) any Subsidiary to make Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Equity Interests (or with respect to any other interest or participation in, or measured by, its profits) Payments to the Borrower or any of its Restricted Subsidiaries Guarantor or pay any liabilities owed to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) any Loan Party to Guarantee the Indebtedness of its Restricted Subsidiaries; the Borrower (iiother than Contractual Obligations in agreements governing Indebtedness incurred after the Funding Date in accordance with Section 7.02) make loans or advances to (c) the Borrower or any of its Restricted Subsidiaries; (iii) transfer any of its properties or assets Loan Party to the Borrower or any of its Restricted Subsidiaries or (iv) create, incur, assume or suffer to exist Liens on property of such Person Person, in each case except for the benefit of the Lender Group to secure the Obligations. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to (A) any Contractual Obligations which exist on the ABL Agreement or (B) any existing Indebtedness or any other agreements Amendment and Restatement Effective Date and are set forth on Schedule 6.137.09 (and any renewal, in extension or replacement thereof so long as such renewal, extension or replacement does not expand the case scope of clauses (A) and (Bsuch Contractual Obligations to any material extent), in effect on the Closing Date; (ii) set forth in this Agreement Agreement, any other Loan Document and the other Loan Documents; Senior Notes Documents and any Permitted Refinancing thereof, (iii) existing underany Contractual Obligations that are binding on a Person at the time such Person becomes a Subsidiary, by reason so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary (and any renewal, extension or with respect replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to Applicable Law; any material extent), (iv) any Contractual Obligations that arise in connection with respect a Disposition permitted by Section 7.05, (v) any Contractual Obligations that are provisions in joint venture agreements and other similar agreements applicable to joint ventures and not prohibited by the terms of this Agreement, (vi) any Person negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent that any such negative pledge or restriction applies only to the property or assets of a Person acquired after securing such Indebtedness, (vii) any Contractual Obligations that are customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereunder so long as such restrictions apply only to the Closing Date by assets that are the Borrower subject thereof, (viii) any Contractual Obligations that are customary provisions restricting subletting or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets assignment of any Personlease governing a leasehold interest, other than the Person, or the property or assets of the Person, so acquired and (ix) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; (v) set forth in any document governing any secured Indebtedness Contractual Obligations that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.2 hereof; (vi) in the case of clause (iii) of Section 6.13(a): (A) that restrict in a are customary manner the subletting, provisions restricting assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Equity Interests of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (ix) existing under joint venture or similar agreements or any Indebtedness permitted to be Incurred under this Agreement business and which an officer of the Borrower determines in good faith will not materially adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans; (x) any encumbrances Contractual Obligations that exist under or restrictions imposed by reason of applicable Law, or are required by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements regulatory authority having jurisdiction over the Borrower or refinancings any Subsidiary or any of the contracts, instruments or obligations referred to in clauses (i) through (ix) of Section 6.13(b) hereof, provided, that, the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings, in the good faith judgment of an Authorized Person of the Borrower, are not materially more restrictive, taken as a whole, than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing; and (xi) solely for the purposes of Section 6.13(a)(iii) and (iv) (with respect to Intermediation Collateral), contained in any Intermediation Document existing or entered into in accordance with this Agreement (and, for the avoidance of doubt, shall not prohibit transfers of Term Loan Priority Collateral)their respective businesses.