Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Covenant Parties that is not a Guarantor to make Restricted Payments to any Loan Party Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 to the Original Credit Agreement and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Covenant Parties, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Covenant Parties; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Covenant Parties which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Covenant Parties or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or business and (xiii) arise are in connection with cash or other deposits permitted under Sections 10.1 documents related to a Permitted Debt Offering and 10.2 and limited to such cash or depositare not materially more restrictive, taken as a whole, than the terms of the Loan Documents.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Mezzanine Debt Documents or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 so long as the limitations described in clauses (a) and (b) apply solely to such Restricted Subsidiary and its Subsidiaries and the extent applying only to direct parent of such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and 7.05 so long as such restrictions relate solely to the assets or Person subject to such Dispositionthereto, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xii) are customary restrictions contained in the ABL Credit Additional Senior Secured Notes Documentation. Clause (b) of this Section 7.09 shall not apply to restrictions or conditions imposed by any agreement relating to the Receivables Facilities permitted by this Agreement andif such restrictions or conditions apply only to the assets that are the subject of the applicable Receivables Facility, in each case, any Permitted Refinancing thereof and neither clauses (a) or (xiiib) arise of this Section 7.09 shall apply to restrictions or conditions imposed on any Receivables Management Subsidiary in connection with cash any Receivables Management Financing or other deposits permitted under Sections 10.1 and 10.2 and limited to any service agreement (or similar arrangement) required by or entered into in connection with such cash Receivables Management Financing or depositany credit support provided by it in favor of any financier of such Receivables Management Financing.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document, the 2022/2023 Senior Notes Indenture, the 2025 Senior Note Indenture or any other Financing AgreementPermitted Refinancing Indebtedness incurred to refinance any such Indebtedness) that limits the ability (i) except as permitted under Section 8.01 or the documentation governing any Credit Agreement Refinancing Indebtedness, of (a) any Borrower or any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit Obligations or any refinancing thereof or (ii) of the Lenders any Borrower or any Restricted Subsidiary to pay dividends or other distributions with respect to the Facilities and the Obligations any of its Equity Interests or under the Financing Agreementsto make or repay loans or advances, in each case, to any Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of any Borrower or any Restricted Subsidiary; provided that the foregoing clauses restrictions in this Section 8.08 shall not apply to: (a) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or Unrestricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or Unrestricted Subsidiary (or any Equity Interests therein) that is to be sold and such sale is permitted hereunder; (b) shall not apply customary restrictions and conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrowers or any Restricted Subsidiaries are a party and was entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Borrower or such Restricted Subsidiary that are the subject to such agreement; (c) Contractual Obligations which impose (x) restrictions described in clause (i) (x) exist on the Escrow Release Date and (above, but only to the extent that such restrictions do not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and materially adversely affect the value of the Collateral granted to secure the Obligations or (y) restrictions described in clause (ii) above, but only to the extent Contractual Obligations permitted that such restrictions do not materially adversely affect the consolidated cash position of the Loan Parties; (d) any agreement or other instrument (including an instrument governing Indebtedness) of a Person acquired by clause any Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges with or into any Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (x) are set forth in an agreement evidencing Indebtednessbut, are set forth in any agreement evidencing such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any permitted Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed; (e) any restrictions created in connection with any Factoring Agreement or Receivables Facility incurred pursuant to Section 8.02 that, in the good faith determination of ESI are necessary or advisable to effect the transactions contemplated under such Factoring Agreement or Receivables Facility; (f) any contractual encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements referred to in Section 8.08(d); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrowers, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, replacementrestatement, renewal, extension increase, supplement, refunding, replacement or refinancing of such Indebtedness refinancing; (g) customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and restrictions relate solely to the assets or Person subject to such Disposition, thereto; (vh) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, this Agreement; (vii) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xij) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (k) Contractual Obligations which arise under applicable laws or any applicable rule, regulation or order; (xiil) any agreement or instrument governing Equity Interests of any Person that is acquired; (m) restrictions and conditions on any Restricted Subsidiary organized in jurisdictions where such restrictions are customary restrictions contained customary, including the People’s Republic of China, or any state or other political subdivision thereof; or (n) any provisions in the ABL Credit Agreement and2022/23 Senior Note Indenture, in each case, 2025 Senior Note Indenture and any Permitted Refinancing thereof or (xiii) arise indentures similar thereto in connection with cash or other deposits Indebtedness permitted under Sections 10.1 hereunder, and 10.2 and limited to such cash or depositany Contractual Obligations relating thereto.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of of: (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party or Subsidiary Guarantor; or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which: (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Borrower); (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Borrower and do not extend past such Restricted Subsidiary and its Subsidiaries; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, 6.14; (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 and which does not apply to any Loan Party; (iv) are customary restrictions (as reasonably determined by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (b), (e), (f), (i), (j), (k), (l), (o), (p), (s), (u), (v), (w), (z), (aa), (dd), (ff) and (hh) and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, ; (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture and its equity entered into in the ordinary course of business; (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations; (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cSections 7.03(a), (fb), (e), (g), (n)(i), (v) or and (tz) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, ; (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ; (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit; (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xv) are restrictions regarding non-exclusive licensing or sublicensing by the Borrower and its Restricted Subsidiaries of IP Rights in the ordinary course of business; (xvi) are restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to the Securitization Assets subject thereto; (xvii) are customary restrictions contained in any Senior Notes Documents or any Permitted Refinancing thereof; and (xviii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which: (i) (xA) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ; (ii) (A) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and (B) any permitted modification, replacement, renewal, extension or refinancing of a Borrowersuch Contractual Obligation so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, 6.13; (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Non-Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.03; (iv) arise in connection with any Lien permitted by Section 7.01(u), any Disposition permitted by Section 10.4 or 10.5 and relate solely 7.05 (but only as to the assets or Person subject to such Disposition, ); (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture entered into in the ordinary course of business; (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on contained in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(b)(i), (f7.03(e), 7.03(g), 7.03(h), 7.03(n), 7.03(r), 7.03(u) or (t7.03(v) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) or 7.03(h) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, ; (xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xiixi) are customary restrictions contained in any documentation governing the ABL Credit Agreement Indebtedness permitted under Section 7.03(s) and (aa); and, in each case, any Permitted Refinancing thereof or (xiiixii) arise in connection with relate to cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositSection 7.01.

Burdensome Agreements. Enter Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Loan Party Guarantor or to make or repay intercompany loans and advances to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerHoldings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerHoldings; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower Holdings which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 Sections 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit, (xiii) arise in connection with the Tax Matters Agreement, the Transition Services Agreement, any employee matters agreement contemplated by the Bankruptcy Plan or other agreement contemplated by the Bankruptcy Plan and (xiv) are restrictions contained in any ABL Loan Document, or Senior Notes Document or, in each case, any Permitted Refinancing thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits restricts or imposes any condition upon (i) the ability of (a) any Restricted Borrower or any Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume incur or suffer permit to exist Liens on any Lien upon any of its property or assets, or (ii) the ability of such Person for the benefit of the Lenders any Subsidiary to pay dividends or other distributions with respect to the Facilities and the Obligations any shares of its capital stock or under the Financing Agreementsto make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (A) the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date restrictions and (to the extent not otherwise permitted conditions imposed by law or by this Section 10.9) are listed on Schedule 10.9 hereto and (y) Agreement or any other Loan Document or upon any Financing SPE by any lender thereto or investor therein or upon any Trust Preferred Financing Vehicle in respect of its common securities issued to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in a Borrower or any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (iiB) the foregoing shall not apply to Contractual Obligations that are binding restrictions and conditions existing on a Person that becomes a Restricted Subsidiary pursuant the date hereof identified on Schedule 7.08 (but shall apply to Section 10.14any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiC) represent Indebtedness the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of a Borrower which pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiaryhereunder, (ivD) arise in connection with any Disposition permitted by Section 10.4 clause (i) of the foregoing shall not apply to restrictions or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or and (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. For the avoidance of doubt, except to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment extent that the Borrowers xxxxx x Xxxx to the trustee of any lease governing a leasehold interest Trust Preferred Financing Vehicle, the parties agree that the rights of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment such trustee in respect of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits Trust Preferred Indebtedness permitted under Sections 10.1 and 10.2 and limited to such cash or depositthis Agreement shall not be deemed a Lien hereunder.

Burdensome Agreements. Enter The Company will not, nor will it permit any Significant Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Non-Guarantor Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsParty; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which: (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ; (ii) represent Indebtedness of a Loan Party containing limitations no more restrictive than those set forth in this Agreement; (iii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of or a BorrowerNon-Guarantor Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or a Non-Guarantor Subsidiary and as amended or modified; provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of a Borrower; provided further that this clause Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (iiiv) shall not apply customary limitations or restriction in any acquisition agreement with respect to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant subject to Section 10.14any disposition by the Company or any Subsidiary, which limitations or restrictions are not applicable to any other Person (iiiother than its Subsidiaries); (v) represent Indebtedness of a Restricted Non-Guarantor Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, hereunder; (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (vvi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 10.2 hereunder and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens Joint Venture entered into in favor the ordinary course of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, business; (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and hereunder to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, ; (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xi) are restrictions arising in connection with any Qualified Receivables Financing; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (xiixiii) are restrictions that would not reasonably be expected to materially adversely affect the cash position of the Loan Parties taken as a whole; and (xiv) are customary restrictions contained in construction loans, purchase money obligations, Capital Leases, security agreements or Liens securing Indebtedness of the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Company or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such cash Capital Leases or depositsecurity agreements or Liens. For purposes of determining compliance with this covenant, (1) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Burdensome Agreements. Enter No Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to, enter into or permit to exist any Contractual Obligation contractual obligation (other than this Agreement or any other Financing AgreementLoan Document or any agreement relating to Bank Products, in each case, with a Secured Bank Product Provider) that limits the ability of (a) any Restricted Subsidiary of to pay any Dividends to a Borrower that is not a Guarantor to make Restricted Payments to or any other Loan Party or Party, (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person Loan Party for the benefit of the Lenders Secured Parties with respect to the Facilities and the Secured Obligations or under the Financing Agreements(c) any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations contractual obligations which (i) (xi)(A) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.910.2.10) are listed on Schedule 10.9 hereto 10.2.10 and (yB) to the extent Contractual Obligations contractual obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationcontractual obligation, (ii) are binding on a Restricted Subsidiary Loan Party at the time such Restricted Subsidiary Loan Party first becomes a Restricted Subsidiary Loan Party or are assumed in connection with an acquisition of a Borrowerassets permitted hereunder, so long as such Contractual Obligations contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerLoan Party or in connection with such acquisition; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely 10.2.4 (but only to the assets or Person subject extent relating directly to such Dispositionthe property to be disposed of), (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to 10.2.5 restricting the pledge or sale of Stock or Equity Interests of such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viiv) are customary restrictions on leases, subleases, licenses or licenses, sublicenses, asset or stock sale agreements or other similar agreements entered into in the Ordinary Course of Business (including with respect to intellectual property) otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivi) comprise solely with respect to clauses (a) and (c) above, restrictions imposed by included in any agreement relating to secured governing Indebtedness of a Restricted Subsidiary of the Administrative Borrower which is not a Loan Party which is permitted pursuant to under Section 10.3(c), (f) or (t) and to the extent 10.2.1; provided that such restrictions apply are binding only to on the property or assets securing such Indebtedness or to the applicable Restricted Subsidiaries incurring or guaranteeing such IndebtednessSubsidiary which is not a Loan Party, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower such Loan Party or any Restricted Subsidiary, (xviii) are customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of businessBusiness, (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness, (x) [Reserved], (xi) [Reserved], (xii) are customary restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which any Loan Party is a party entered into in the ABL Credit Agreement andOrdinary Course of Business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Loan Party that are the subject of such agreement, in each case, the payment rights arising thereunder or the proceeds thereof and does not extend to any Permitted Refinancing thereof other asset or property of such Loan Party or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xiii) arise purchase money obligations for property acquired in connection with cash the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions on the transfer of the property so acquired; (xiv) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other deposits permitted distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (xv) those arising under Sections 10.1 or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; and 10.2 (xvi) any encumbrances or restrictions of the type referred to in clauses (a), (b) and limited (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such cash encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing.

Burdensome Agreements. Enter The Parent Borrower shall not, nor shall the Parent Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Parent Borrower or any Loan Party Subsidiary Borrower or Subsidiary Guarantor or to make or repay intercompany loans and advances to the Parent Borrower or any Subsidiary Borrower or Subsidiary Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Parent Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Parent Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Parent Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 Sections 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures (or its members) to the extent constituting Permitted Investments or other Investments permitted under Section 10.2 7.06 and applicable relating solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted not prohibited hereby so long as such restrictions relate solely to the assets or Subsidiary subject thereto, (viii) comprise of customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg), (m), (q), (s) or and (t) ), and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Parent Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits constituting Permitted Investments or permitted under Sections 10.1 and 10.2 7.01 or 7.06 and limited to such cash or deposit, (xiii) are customary restrictions contained in the Senior Notes Documents or any Permitted Refinancing thereof, (xiv) are negative pledges and restrictions on Liens with respect to the assets of Holdings (other than the Equity Interests of the Parent Borrower), (xv) are restrictions required by applicable Law; (xvi) are restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Parent Borrower or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Parent Borrower or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Parent Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xvii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Parent Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder or ability to grant Liens to the Collateral Agent under the Loan Documents; (xviii) are customary restrictions and conditions contained in documents relating to any Lien so long as (A) such Lien is permitted under Section 7.01 and such restrictions or conditions relate only to the specific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.09 or ability to grant Liens to the Collateral Agent under the Loan Documents; (xix) are restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the Parent Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to Securitization Assets subject to such Qualified Securitization Facility; and (xx) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xx) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent Borrower, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. Enter The Lead Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation contractual obligation (including Material Indebtedness) (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Lead Borrower that is not a Borrower or a Facility Guarantor to make Restricted Payments to any Loan Party or to make or repay loans or advances to or otherwise transfer assets to or make Investments in the Borrowers or any Subsidiary Facility Guarantor or (b) the Lead Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations contractual obligations (including Material Indebtedness) which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9SECTION 6.09) are listed on Schedule 10.9 6.09 hereto and (y) to the extent Contractual Obligations contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationcontractual obligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerHoldings, so long as such Contractual Obligations contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerHoldings; provided further that this clause (ii) shall not apply to Contractual Obligations contractual obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14SECTION 5.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Lead Borrower which is not a Loan Party which is permitted by Section 10.3 pursuant to the extent applying only to such Restricted SubsidiarySECTION 6.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Permitted Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 SECTION 6.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 SECTION 6.03 (other than Junior Financings) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cSECTION 6.03(e), (fSECTION 6.03(g) or (tSECTION 6.03(m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to SECTION 6.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Lead Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement anddocumentation relating to the Senior Notes or the Term Loan Facility, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 SECTION 6.01 and 10.2 SECTION 6.02 and limited to such cash or deposit, (xiv) arise under applicable law or any applicable rule, regulation or order and (xv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under SECTION 6.03 that are, taken as a whole, in the good faith judgment of the Lead Borrower, no more restrictive with respect to the Lead Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Lead Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement or any other Financing Agreementi) that limits the ability of (a) any Restricted Subsidiary of a the Parent Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume incur or suffer permit to exist Liens on any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of such Person for the benefit of the Lenders any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Facilities and Parent Borrower or any other Restricted Subsidiary or to guarantee Indebtedness of the Obligations Parent Borrower or under the Financing Agreementsany other Restricted Subsidiary; provided that (A) the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which restrictions and conditions imposed by law, or by any Loan Document or any document evidencing the Senior Notes (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednessif any), are set forth in any agreement evidencing Permitted Incremental Equivalent Debt or any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationPermitted External Refinancing Debt, (iiB) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) foregoing shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant customary restrictions and conditions contained in agreements relating to Section 10.14, (iii) represent Indebtedness the permitted sale of a Restricted Subsidiary of a Borrower which pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiaryhereunder, (ivC) arise in connection with the foregoing shall not apply to restrictions and conditions imposed on any Disposition Foreign Restricted Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted by Section 10.4 to exist or 10.5 and relate solely to the assets or Person subject to such Dispositionbe incurred hereunder, (vD) are customary provisions in joint venture agreements and other similar agreements applicable clause (i) of the foregoing shall not apply to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixE) are clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts (including joint venture agreements) restricting subletting or the assignment thereof, (F) the foregoing shall not apply to restrictions and conditions in effect on the Amendment and Restatement Effective Date and set forth on Schedule 7.11, (G) the foregoing shall not apply to restrictions and conditions imposed on any Subsidiary by the terms of any lease governing Indebtedness of such Subsidiary existing at the time it became a leasehold interest Restricted Subsidiary, if such restriction or condition was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Subsidiary became a Restricted Subsidiary, (H) the foregoing shall not apply to restrictions and conditions relating to property of Parent Borrower or any Restricted SubsidiarySubsidiary existing at the time such property was acquired, so long as the restriction relates solely to the property so acquired and was not created in connection with or in anticipation of the acquisition, (xI) are customary provisions restricting assignment the foregoing shall not apply to restrictions and conditions relating to the incurrence of any agreement entered into Indebtedness permitted under Section 7.2, so long as the restrictions, taken as a whole, are no less favorable to the Lenders in any material respect (as determined by the ordinary course Parent Borrower in good faith) than the restrictions of businessthe same type contained in this Agreement, (xiJ) are the foregoing shall not apply to customary restrictions on cash or other deposits imposed by customers under contracts entered into and conditions contained in agreements relating to a Qualified Receivables Transaction, and (K) the ordinary course foregoing shall not apply to restrictions and conditions relating to any refinancing of businessany Indebtedness incurred in connection with any agreement referred to in clauses (G), (xiiH), (I) and (J) so long as the restrictions, taken as a whole, are customary no less favorable to the Lenders in any material respect (as determined by the Parent Borrower in good faith) than the restrictions of the same type contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositagreement evidencing the Indebtedness so refinanced.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Company that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Guarantor or (b) the Company or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Fourth Amendment Effective Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Company; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Company which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into Create or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume otherwise cause or suffer to exist Liens on property of such Person for or become effective any Contractual Obligation that encumbers or restricts the benefit ability of the Lenders with respect to the Facilities and the Obligations Borrower or under the Financing Agreements; provided that the foregoing clauses any of its Subsidiaries to: (a) and pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower; or (b) make loans or advances to the Borrower or any other Subsidiary of the Borrower; provided, notwithstanding anything herein to the contrary, this Section 6.5 shall not apply to Contractual Obligations which that: (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary (and any amendments or modifications thereof that do not materially expand the scope of a Borrower; provided further that this clause any such prohibition restriction or condition); (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Credit Party which is permitted by Section 10.3 6.1 and which does not apply to any Credit Party; (iii) are customary restrictions that arise in connection with (x) any Permitted Lien and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition disposition permitted by Section 10.4 6.8 or 10.5 6.9 and relate solely to the assets or Person subject to such Disposition, disposition; (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, 6.6; (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.1 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof; (viivi) are customary restrictions on leases, subleases, licenses or contemplated by asset sale, merger, purchase or stock sale other similar agreements otherwise permitted not prohibited hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, of its Subsidiaries; (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ; (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiix) arise in connection with cash or other deposits permitted under Sections 10.1 6.2 and 10.2 6.6 and limited to such cash or deposit; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are restrictions regarding licensing or sublicensing by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business; (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xiv) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (xv) are in existence on the Closing Date and set forth on Schedule 6.5 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; and (xvi) are set forth in any agreement governing Indebtedness not prohibited by Section 6.1; provided that such restrictions and conditions are customary for such Indebtedness.

Burdensome Agreements. Enter into any agreement that prohibits or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) the Parent, Holdings the Borrower or any of its Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party Subsidiaries to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person for the benefit of the Lenders with respect its Property or revenues, whether now owned or hereafter acquired, to the Facilities and secure the Obligations or or, in the case of any Guarantor, its obligations under the Financing Agreements; provided that the foregoing clauses Security Documents, other than (a) this Agreement and the other Loan Documents, the Loan Documents under (and as defined in) the Term Facility and any agreement related to any Junior Indebtedness, and any Permitted Amendment or Refinancing thereof (b) any agreements governing any secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall not apply only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses expressly permitted hereunder pursuant to which the Parent, Holdings, the Borrower or such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which (i) (x) exist limit Liens on the Escrow Release Date assets subject of the applicable Contractual Obligation or impose restrictions on cash or other deposits with respect thereto, (e) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (to f) prohibitions and limitations in effect on the extent not otherwise permitted by this Section 10.9) are date hereof and listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation7.10, (iig) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xih) are customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions on cash and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or other deposits imposed by customers under contracts 7.05, (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (k) any restrictions on Liens imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the ordinary course of businesscontracts, instruments or obligations referred to in clauses (xiif) are customary restrictions contained and (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ABL Credit Agreement andgood faith judgment of the Borrower, in each case, any Permitted Refinancing thereof or (xiii) arise in connection no more restrictive with cash or other deposits permitted under Sections 10.1 and 10.2 and limited respect to such cash encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing.

Burdensome Agreements. Enter The Company shall not, nor shall the Company permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Company that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Guarantor or to make or repay intercompany loans and advances to the Company or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply (except in respect of Real Property (other than otherwise permitted pursuant to the last paragraph of Section 7.01))) to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Company; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Company which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with (x) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 Sections 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted SubsidiarySubsidiary or the assignment of any license or sublicense agreement, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness or consistent with past practice, (xi) are encumberances or restrictions created in connection with any Qualified Securitization Financing that in the good faith determination of the Borrower are necessary or advisable to effect such Qualified Securitization Financing and relate solely to the Securitization Assets subject thereto, (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or depositdeposit and (xiv) are customary restrictions contained in the Existing RCF Credit Agreement, the Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes or the Target Notes or any Permitted Refinancing thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document or Term Loan Document) that limits the ability of (a) of any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in effect on the Third Amendment Effective Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) customary restrictions contained in the Senior Secured Debt (provided that such restrictions do not restrict the Liens securing the Obligations or the first priority status thereof); (iv) any agreement in connection with a Disposition permitted by Section 7.05, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business or (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (b) of the Borrower or any Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Revolving Credit Facility and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which Loan Documents except for (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03(b)(v) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viiii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiiii) comprise customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(ccontained in the Specified Refinancing Debt (provided that such restrictions do not restrict the Liens securing the Obligations or the first priority status thereof), (fiv) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, or (tv) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation contractual obligation (other than this Agreement or any other Financing AgreementCredit Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Credit Party to make Restricted Payments dividends to any Loan Credit Party or (b) any Loan Credit Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsObligations; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations contractual obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.910.10) are listed on Schedule 10.9 hereto 10.10 and (y) to the extent Contractual Obligations contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationcontractual obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Parent, so long as such Contractual Obligations contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Parent; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Parent which is not a Loan Credit Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary10.01, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition10.04, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 10.05 and applicable solely to such joint ventureventure entered into in the Ordinary Course of Business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 10.01 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 10.01 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of secured Indebtedness incurred pursuant to Section 10.01(j) or Section 10.01(k)) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Parent or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of businessBusiness, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness, and (xii) are customary restrictions contained in exist under the ABL Revolving Loan Credit Agreement and, in each case, or any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited documentation relating to such cash or depositdebt.

Burdensome Agreements. Enter The Borrower shall not, and shall not permit any of its Subsidiaries that are Guarantors to enter into or permit suffer to exist or become effective any Contractual Obligation consensual encumbrance or restriction on (other than this Agreement or any other Financing Agreementa) that limits the ability of (a) any Restricted such Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to in respect of any Loan Party Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary and (b) the ability of the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist Liens any Lien upon any of its property to secure the Obligations hereunder; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) to the extent such restrictions are listed on Schedule 6.14 attached hereto, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions contained in the documentation evidencing any Indebtedness permitted hereunder; provided that in no event shall such restrictions and conditions contained in such documentation evidencing such permitted Indebtedness (x) in the case of clause (a), be more restrictive than the restrictions and conditions set forth in Section 6.06 of this Agreement and this Section 6.14 and (y) apply to any property of or assets other than the property securing such Person for Indebtedness, (v) the benefit of foregoing shall not apply to customary provisions in leases and other contracts restricting the Lenders assignment thereof and (vi) the foregoing shall not apply to the Note Purchase Agreements or the Term Loan Agreement; provided that, nothing in this Section 6.14 shall limit the Grantors representations or obligations under Sections 3.18, 5.13(d) or 5.14, with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositMortgaged Properties.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Company that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Guarantor or (b) the Company or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Company; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Company which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of any Subsidiary to (aA) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor, (B) redeem Equity Interests held in it by the Borrower or any Guarantor, (C) otherwise transfer property to the Borrower or any Guarantor, (D) to repay loans and other indebtedness owing by it to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (biii) of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided Person, provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which prohibit (iI) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but 7.03 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiII) provisions in Organizational Documents and other similar agreements applicable to joint ventures or to other Persons that are customary restrictions on leases, subleases, licenses not Restricted Subsidiaries or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, Partially Owned Operating Companies (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent Investment in such joint venture or other Person is permitted under Section 7.02) that limit Liens on or transfers of the Equity Interests in such restrictions apply only to the property joint venture or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement other Person entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiiIII) are customary restrictions contained in the ABL Credit Agreement andleases, subleases, licenses, or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each casecase granted to the Borrower or a Restricted Subsidiary by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Borrower’s or such Restricted Subsidiary’s rights under such easement, any Permitted Refinancing thereof right of way or similar right or encumbrance, as applicable) subject thereto or (xiiib) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited requires the grant of a Lien to secure an obligation of such cash or depositPerson if a Lien is granted to secure another obligation of such Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document or any Second Lien Loan Document) that limits the ability of ability: (a) of any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), with respect to such restrictions than those contained in those agreements on the Closing Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, provided that (x) any such agreement expressly permits such Restricted Payments, transfers of property and investments to pay the First Lien Obligations and (y) the exception in this clause (ii) shall not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement governing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03; (iv) (x) any agreement in connection with a Disposition permitted by Section 7.05 and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.02), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) (provided that the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Borrower in good faith) than similar restrictions contained in this Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; or (b) of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the First Lien Obligations except for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03(e) or 7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viiii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiiii) comprise customary restrictions imposed by any agreement relating to secured contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness permitted incurred pursuant to Section 10.3(c7.03(f) or (n) (provided that such restrictions do not restrict the Liens securing the First Lien Obligations or the first priority status thereof), (fiv) restrictions arising in connection with cash or (t) other deposits permitted under Sections 7.01 or 7.02 and limited to the extent that such restrictions apply only to the property cash or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtednessdeposit, (ixv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivi) are restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Borrower will not and will not permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documentation related to any Permitted Additional Debt, any documentation governing any Credit Agreement Refinancing Indebtedness or any other Financing Agreementdocumentation governing any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Subsidiary Guarantor to make Restricted Payments dividends or distributions to the Borrower or any Loan Party Subsidiary Guarantor or (b) the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsCredit Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.910.12) are listed on Schedule 10.9 10.12 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessIndebtedness or other obligations, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or obligation so long as such modification, replacement, renewal, extension or refinancing Permitted Refinancing Indebtedness does not expand the scope of such Contractual Obligation, , (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, , (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which that is not a Loan Party which Guarantor to the extent such Indebtedness is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 10.1, (iv) arise in connection pursuant to agreements entered into with respect to any sale, transfer, lease or other Disposition permitted by Section 10.4 or 10.5 and relate applicable solely to the assets under such sale, transfer, lease or Person subject to such other Disposition, , (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under by Section 10.2 10.5 and applicable solely to such joint venture, venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 10.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, , (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, , (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 10.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, , (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, , (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, , (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, , (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or imposed by Applicable Law, (xiii) arise customary net worth provisions contained in connection with cash real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and (xiv) contain restrictions prohibiting the granting of a security interest in licenses or other deposits permitted under Sections 10.1 sublicenses of Intellectual Property, which licenses and 10.2 and limited sublicences are entered into in the ordinary course of business (in which case such restriction shall relate only to such cash or depositIntellectual Property).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document or any other Contractual Obligation entered into with respect to Permitted Indebtedness described in clauses (c) and (l) of such definition) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any the Loan Party or (b) any Loan Party Parties to create, incur, assume or suffer to exist Liens on property Collateral of such Person for the benefit (other than an Excluded Subsidiary) in favor of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsAdministrative Agent; provided that provided, that, the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that: (i) (xa) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.10) are listed on Schedule 10.9 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, , (iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further customary restrictions that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with (x) any Permitted Encumbrance and relate to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 or 10.5 and relate 7.05 applicable pending such Disposition solely to the assets or Person subject to such Disposition, , (vc) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture entered into in the ordinary course of business, (vid) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof and, in the case of the Permitted Term Loan Indebtedness, permits the Liens securing the Obligations (viisubject to the Term Loan Intercreditor Agreement), (e) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, , (viiif) comprise restrictions imposed by any agreement relating to secured Permitted Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, , (ixg) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, interest, (xh) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, , (xii) restrictions contained in the Permitted Term Loan Indebtedness and any Permitted Refinancing permitted under the Term Loan Intercreditor Agreement, (j) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, or (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiik) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositSection 7.01.

Burdensome Agreements. Enter None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Covenant Parties that is not a Guarantor to make Restricted Payments to any Loan Party Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Covenant Parties, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Covenant Parties; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Covenant Parties which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Covenant Parties or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, and (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Mezzanine Debt Documentation or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

Burdensome Agreements. Enter into The Lux Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist or become effective any Contractual Obligation (other than this Agreement consensual encumbrance or any other Financing Agreement) that limits consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to the Lux Borrower or any of its Restricted Subsidiary Subsidiaries on its Equity Interests; or (ii) pay any Indebtedness owed to the Lux Borrower or any of a Borrower that is not a Guarantor to make its Restricted Payments to any Loan Party or Subsidiaries; (b) make loans or advances to the Lux Borrower or any Loan Party to of its Restricted Subsidiaries; (c) create, incur, assume or suffer to exist Liens on property the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that or (d) sell, lease or transfer any of its properties or assets to the foregoing clauses (a) and (b) shall Lux Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to Contractual Obligations which encumbrances or restrictions existing under or by reason of: (i1) (x) exist contractual encumbrances or restrictions of the Lux Borrower or any of its Restricted Subsidiaries in effect on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessClosing Date, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary including pursuant to Section 10.14this Agreement and the other Loan Documents, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 related Swap Contracts and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.01(c); (2) the Senior Indenture, the Senior Notes and related Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Lux Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Lux Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), (f) which encumbrance or (t) and restriction is not applicable to any Person, or the extent that such restrictions apply only to properties or assets of any Person, other than the Person, or the property or assets securing such Indebtedness of the Person, so acquired or to designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Lux Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any Subsidiary of such Person, or any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Lux Borrower or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (x5) are customary provisions restricting assignment encumbrances or restrictions contained in contracts or agreements for the sale of any assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of business, Equity Interests or assets of such Restricted Subsidiary; (xi6) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (xii8) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such obligations impose restrictions of the nature discussed in clause (c) or (d) in the first paragraph of this covenant on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) and (d) in the first paragraph of this covenant on the property subject to such lease; (10) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Lux Borrower, are customary necessary or advisable to effect such Qualified Receivables Financing; (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Equity Interest or Preferred Stock of the Lux Borrower or any Restricted Subsidiary that is incurred subsequent to the Closing Date pursuant to the Section 7.01, provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the ABL Credit Borrowers’ ability to make anticipated principal or interest payments under this Agreement and(as determined by the Borrower Representative in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement (as determined by the Borrower Representative in good faith); (12) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred pursuant to Sections 7.01 and 7.02 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (13) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Lux Borrower or any Restricted Subsidiary in any manner material to the Lux Borrower or any Restricted Subsidiary or (y) materially affect the Borrowers’ ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower Representative in good faith; (14) customary provisions in Joint Venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable Joint Venture; and (15) any Permitted Refinancing thereof encumbrances or restrictions of the type referred to in clauses 7.06(a), (xiiib) arise and (c) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to 7.06 (1) through (14) ; provided that such encumbrances and restrictions contained in connection with cash any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits permitted under Sections 10.1 refinancing are, in the good faith judgment of the Borrower Representative, not materially more restrictive, taken as a whole, than the encumbrances and 10.2 and limited restrictions prior to such cash amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Lux Borrower or a Restricted Subsidiary to other Indebtedness incurred by the Lux Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of of: (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party or Subsidiary Guarantor; or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which: (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Borrower); (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Borrower and do not extend past such Restricted Subsidiary and its subsidiaries; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, 6.14; (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 and which does not apply to any Loan Party; (iv) are customary restrictions (as reasonably determined by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (b), (e), (f), (i), (j), (k), (l), (o), (p), (s), (u), (v), (w), (z), (aa), (dd), (ff) and (hh) and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, ; (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture and its equity entered into in the ordinary course of business; (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations; (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cSections 7.03(a), (fb), (e), (g), (n)(i), (v) or and (ty) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, ; (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ; (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit; (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xv) are restrictions regarding licensing or sublicensing by Holdings and its Restricted Subsidiaries of intellectual property in the ordinary course of business; and (xvi) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document and, to the extent pertaining to any Receivables Co., any Permitted Securitization Transaction) that that: (a) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except any such provision contained in the Subordinated Notes Indenture to the extent such provision does not require such a grant of a Lien to secure the Subordinated Notes if a Lien is granted securing the Obligations; or (b) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor other than customary restrictions required in connection with (x) financings permitted by this Agreement, the limitations of which are no more restrictive than the corresponding limitations applicable to the Borrower hereunder, and (y) Dispositions permitted by this Agreement and which limitations cover only such assets or Person(s) which are the subject matter of such Dispositions and, prior to such Disposition, permit the Liens granted under the Loan Party Documents therein, and (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (biii) of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which prohibit: (iA) a negative pledge contained in either (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in Indebtedness of any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at as of the time such Restricted Subsidiary first date it becomes a Restricted Subsidiary of a Borrowerthe Borrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the date hereof and listed on Schedule 8.03, in each case so long as such Contractual Obligations were provision does not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection impair or conflict with any Disposition permitted by Security Instrument or with Section 10.4 or 10.5 and relate solely to 7.12 hereof; (B) provisions limiting Liens on property as may be contained in the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor terms of any holder of Indebtedness permitted under Section 10.3 but 8.03(e) or (f) solely to the extent any negative pledge such limitations relates to the property financed by or the subject of such Indebtedness; (C) provisions limiting Liens on property, and only on such property, subject to a prior Lien permitted under Section 8.01(c), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject theretod), (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(ce), (f) or ), (ti), (k), (o), (p) and (r); and (D) such provisions as may be contained in any refinancing or replacing Indebtedness permitted under Section 8.03, provided that the terms of such provisions shall be no less favorable to the extent that such restrictions apply only to Administrative Agent and the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions Lenders as were contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Indebtedness being refinanced or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositreplaced.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Original Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date (including the Senior Subordinated Notes Documentation, the Holdings Loan Documents and any Permitted Refinancings thereof) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Foreign Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03(n), (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tn) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xiixi) are customary restrictions contained in the ABL Credit Agreement andNew Senior Secured Notes Indenture and the Permitted Unsecured Debt, in each case, and any Permitted Refinancing thereof or (xiii) arise of any of the foregoing; provided that such restrictions, taken as a whole, shall not be more restrictive to the Loan Parties than the restrictions set forth in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.this Agreement

Burdensome Agreements. Enter into any agreement that prohibits or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) the Parent, Holdings, the Borrower or any of its Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party Subsidiaries to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person for the benefit of the Lenders with respect its Property or revenues, whether now owned or hereafter acquired, to the Facilities and secure the Obligations or or, in the case of any Guarantor, its obligations under the Financing Agreements; provided that the foregoing clauses Security Documents, other than (a) this Agreement and the other Loan Documents, the ABL Loan Documents and any agreement related to any Junior Indebtedness, and any Permitted Amendment or Refinancing thereof (b) any agreements governing any secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall not apply only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses expressly permitted hereunder pursuant to which the Parent, Holdings, the Borrower or such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which (i) (x) exist limit Liens on the Escrow Release Date assets subject of the applicable Contractual Obligation or impose restrictions on cash or other deposits with respect thereto, (e) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (to f) prohibitions and limitations in effect on the extent not otherwise permitted by this Section 10.9) are date hereof and listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation7.10, (iig) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xih) are customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions on cash and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or other deposits imposed by customers under contracts 7.05, (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (k) any restrictions on Liens imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the ordinary course of businesscontracts, instruments or obligations referred to in clauses (xiif) are customary restrictions contained and (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ABL Credit Agreement andgood faith judgment of the Borrower, in each case, any Permitted Refinancing thereof or (xiii) arise in connection no more restrictive with cash or other deposits permitted under Sections 10.1 and 10.2 and limited respect to such cash encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing.

Burdensome Agreements. Enter The Company shall not, nor shall the Company permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Company that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Guarantor or to make or repay intercompany loans and advances to the Company or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply (except in respect of Real Property (other than otherwise permitted pursuant to the last paragraph of Section 7.01))) to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerthe Company; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Company which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 Sections 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or depositdeposit and (xiii) are customary restrictions contained in any Senior Unsecured Notes Documents or any Permitted Refinancing thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not neither (x) a Guarantor nor (y) an Immaterial Subsidiary (provided that the exclusion set forth in this clause (y) shall not apply to any Immaterial Subsidiary that owns any MLP Units, MLP GP Units or IDRs) to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect Secured Parties to secure the Facilities and the Obligations or under the Financing AgreementsObligations; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.10) are listed on Schedule 10.9 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that is or becomes a Restricted Subsidiary as of the Closing Date or that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent are set forth in an agreement governing Indebtedness of permitted by Section 7.03 and that has been incurred by a Restricted Subsidiary of a the Borrower which that is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted SubsidiaryParty, (iv) arise are provisions in connection with any Disposition permitted by Section 10.4 or 10.5 Organizational Documents and relate solely to the assets or Person subject to such Disposition, (v) are other customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or to other Persons that are not Restricted Subsidiaries (to the extent Investment in such joint venture or other Person is permitted under Section 10.2 and applicable solely to 7.02) that limit Liens on or transfers of the Equity Interests in such joint ventureventure or other Person entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viiv) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Borrower or a Restricted Subsidiary by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or Subsidiary the Borrower’s or Restricted Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto, (viiivi) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (xviii) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, business or (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xA) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on in Schedule 10.9 hereto 7.09 and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are such Contractual Obligations may set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (a) or (b) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or secured by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryinterest, (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xi) arise in connection with cash or other deposits permitted under Section 7.01 or are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) that arise in connection with cash intercompany arrangements entered into for tax planning purposes and that can be terminated at the direction of the Borrower or one or more Restricted Subsidiaries, and (xiii) are restrictions in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other deposits permitted under Sections 10.1 restrictions that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to the Borrower or any Restricted Subsidiary than those encumbrances and 10.2 other restrictions that are in effect on the Closing Date pursuant to agreements and limited instruments in effect on the Closing Date or, if applicable, on the date on which such Restricted Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in effect on such cash or depositdate.

Burdensome Agreements. Enter into Create or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume otherwise cause or suffer to exist Liens or become effective any consensual encumbrance or restriction of any kind on property the ability of such Person for the benefit any Borrower or any of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses Restricted Subsidiaries to: (a) and pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Holdings, any Borrower or any other Restricted Subsidiary; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings, LLC Subsidiary, any Borrower or any other Restricted Subsidiary; (c) make loans or advances to Holdings, any Borrower or any other Restricted Subsidiary; or (d) transfer any of its property or assets to any Borrower or any other Restricted Subsidiary; provided, notwithstanding anything herein to the contrary, this Section 6.5 shall not apply to Contractual Obligations which that: (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of and the restriction or condition set forth in such agreement does not apply to any Borrower or any other Restricted Subsidiary that previously was a Borrower; provided further that this clause Restricted Subsidiary; (ii) shall not apply relate to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Credit Party which is permitted by Section 10.3 6.1 and which does not apply to any Credit Party; (iii) are customary restrictions that arise in connection with (x) any Permitted Lien and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition disposition permitted by Section 10.4 6.8 or 10.5 6.9 and relate solely to the assets or Person subject to such Disposition, disposition; (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other non-wholly-owned Subsidiaries permitted under Section 10.2 6.6 and applicable solely to such joint venture, venture or non-wholly-owned Subsidiary and its equity entered into in the ordinary course of business; (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.1 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof; (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a any Borrower or any of the Restricted Subsidiary, Subsidiaries; (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of businesslease, license or agreement; (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiix) arise in connection with cash or other deposits permitted under Sections 10.1 6.2 and 10.2 6.6 and limited to such cash or deposit; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are restrictions regarding licensing or sublicensing by any Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business; (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xiv) are restrictions or conditions in connection with any item of Indebtedness permitted pursuant to Section 6.1 to the extent such restrictions or conditions with respect to such Indebtedness are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than the restrictions and conditions in the Credit Documents (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders) and such restrictions or conditions do not prohibit compliance with Sections 5.11 and 5.12; or (xv) are restrictions imposed by (A) the Credit Documents, (B) any First Lien Credit Documents, (C) the terms of any pari passu Indebtedness, (D) any Junior Financing Documents or (E) applicable Law.

Burdensome Agreements. Enter The Lead Borrower shall not, nor shall the Lead Borrower permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Lead Borrower that is not a Guarantor to make Restricted Payments to the Lead Borrower or any Loan Party of its Restricted Subsidiaries or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which: (ia) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, Obligations; (iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Lead Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Lead Borrower; provided further that this clause ; (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iiic) represent Indebtedness of a Restricted Subsidiary of a the Lead Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.03; (ivd) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, ; (ve) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under Section 10.2 7.06 and applicable solely to such joint venture, ; (vif) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, ; (viig) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viiih) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (tg) and (in each case to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ); (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Lead Borrower or any Restricted Subsidiary, Subsidiaries; (xj) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ; (xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiil) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 the definition of Permitted Investments and limited to such cash or deposit; (m) comprise restrictions imposed by any agreement evidencing any Indebtedness permitted under Section 7.03 to the extent that such restrictions (taken as a whole) are, in the good faith judgment of the Lead Borrower, no more onerous to Lead Borrower and its Restricted Subsidiaries than customary market terms for Indebtedness of such type and in any event are no more onerous to Lead Borrower and its Restricted Subsidiaries than those restrictions contained in this Agreement and the other Loan Documents; and (n) any amendments, modifications, restatements or renewals of the agreements, contracts or instruments referred to in clause (a) through (m) above, provided that such amendments, modifications, restatements or renewals, taken as a whole, are not materially more restrictive with respect to such encumbrances or restrictions than those contained in such predecessor agreements, contracts or instruments.

Burdensome Agreements. Enter into Create or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume otherwise cause or suffer to exist Liens or become effective any consensual encumbrance or restriction of any kind on property the ability of such Person for the benefit any Borrower or any of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses Restricted Subsidiaries to: (a) and pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Holdings, any Borrower or any other Restricted Subsidiary; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings, LLC Subsidiary, any Borrower or any other Restricted Subsidiary; (c) make loans or advances to Holdings, any Borrower or any other Restricted Subsidiary; or (d) transfer any of its property or assets to any Borrower or any other Restricted Subsidiary; provided, notwithstanding anything herein to the contrary, this Section 6.5 shall not apply to Contractual Obligations which that: (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of and the restriction or condition set forth in such agreement does not apply to any Borrower or any other Restricted Subsidiary that previously was a Borrower; provided further that this clause Restricted Subsidiary; (ii) shall not apply relate to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Credit Party which is permitted by Section 10.3 6.1 and which does not apply to any Credit Party; (iii) are customary restrictions that arise in connection with (x) any Permitted Lien and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition disposition permitted by Section 10.4 6.8 or 10.5 6.9 and relate solely to the assets or Person subject to such Disposition, disposition; (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other non-wholly-owned Subsidiaries permitted under Section 10.2 6.6 and applicable solely to such joint venture, venture or non-wholly-owned Subsidiary and its equity entered into in the ordinary course of business; (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.1 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof; (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a any Borrower or any of the Restricted Subsidiary, Subsidiaries; (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of businesslease, license or agreement; (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiix) arise in connection with cash or other deposits permitted under Sections 10.1 6.2 and 10.2 6.6 and limited to such cash or deposit; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are restrictions regarding licensing or sublicensing by any Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business; (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xiv) are restrictions or conditions in connection with any item of Indebtedness permitted pursuant to Section 6.1 to the extent such restrictions or conditions with respect to such Indebtedness are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than the restrictions and conditions in the Credit Documents (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders) and such restrictions or conditions do not prohibit compliance with Sections 5.11 and 5.12; or (xv) are restrictions imposed by (A) the Credit Documents, (B) any Junior Financing Documents or (C) applicable Law.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 so long as the limitations described in clauses (a) and (b) apply solely to such Restricted Subsidiary and its Subsidiaries and the extent applying only to direct parent of such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and 7.05 so long as such restrictions relate solely to the assets or Person subject to such Dispositionthereto, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xii) are customary restrictions contained in the ABL Credit Senior Notes Indenture or any Additional Senior Secured Notes Documentation. Clause (b) of this Section 7.09 shall not apply to restrictions or conditions imposed by any agreement relating to the Receivables Facilities permitted by this Agreement andif such restrictions or conditions apply only to the assets that are the subject of the applicable Receivables Facility, in each case, any Permitted Refinancing thereof and neither clauses (a) or (xiiib) arise of this Section 7.09 shall apply to restrictions or conditions imposed on any Receivables Management Subsidiary in connection with cash any Receivables Management Financing or other deposits permitted under Sections 10.1 and 10.2 and limited to any service agreement (or similar arrangement) required by or entered into in connection with such cash Receivables Management Financing or depositany credit support provided by it in favor of any financier of such Receivables Management Financing.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or to make Investments in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof, (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, or (bC) any Loan Party other agreement or instrument entered into after the Restatement Closing Date, provided that the encumbrances or restrictions in any such other agreement or instrument are no more restrictive in any material respect than those contained in this Agreement, the Senior Subordinated Notes Indenture or the Convertible Notes Indenture, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower other than the Senior Subordinated Notes Indenture as in effect on the date hereof, the Convertible Notes Indenture as in effect on the date hereof and any Material Debt Document governing Indebtedness permitted under Section 7.02(c), (d) or (h) so long as the applicable provisions thereof are no more restrictive in any material respect than the Senior Subordinated Notes Indenture or this Agreement as in effect on the date hereof or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for other than the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist Senior Subordinated Notes Indenture as in effect on the Escrow Release Date and date hereof, the Convertible Notes Indenture as in effect on the date hereof, any Material Debt Document governing Indebtedness permitted under Section 7.02(c) or (to h) so long as the extent not otherwise permitted by this Section 10.9) applicable provisions thereof are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth no more restrictive in any agreement evidencing material respect than the Senior Subordinated Notes Indenture as in effect on the date hereof, and any Material Debt Document governing Indebtedness permitted modification, replacement, renewal, extension under Section 7.02(d) or refinancing of such Indebtedness (h) so long as such modificationprovisions are no more restrictive in any material respect than customary provisions contained in senior note or senior discount note indentures as determined in the reasonable discretion of the Administrative Agent; provided, replacementhowever, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (iiiii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with prohibit any Disposition permitted by Section 10.4 negative pledge incurred or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 10.3 but 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, ; or (viib) are requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby provisions in the indentures and the Material Debt Documents referred to in clause (a)(iii) above so long as such restrictions relate to indentures and the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to Material Debt Documents do not require the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest grant of a Lien to secure an obligation of such Person if a Lien is granted to secure any obligations of the Borrower or its Subsidiaries with respect to any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositLoan Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) to otherwise transfer property to or invest in any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsParty; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureJoint Venture entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but 100 solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower interest, or any Restricted Subsidiary, (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower the Company that is not a U.S. Guarantor to make Restricted Payments to the Company or any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsU.S. Guarantor; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacementamendment, renewal, extension or refinancing of such Indebtedness any Contractual Obligation permitted by clause (x) so long as such modification, replacementamendment, renewal, extension or refinancing does is not expand materially more restrictive (in the scope reasonable good faith determination of the Company) than such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrowerthe Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company, or are imposed by any permitted amendment, renewal, extension or refinancing of any such Contractual Obligation so long as the terms of any such amendment, renewal, extension or refinancing, taken as a Borrowerwhole, are not materially more restrictive (in the reasonable good faith determination of the Company) than such Contractual Obligation; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Company which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(g) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, (xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xix) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (xiixi) are customary comprise restrictions contained in imposed by a Lien permitted by Section 7.01 restricting the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposittransfer of the property subject thereto.

Burdensome Agreements. (a) Enter into or permit suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Financing Agreement) that limits the ability of (a) the Borrower or any Restricted Domestic Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on any Lien upon any of its property of such Person for the benefit of the Lenders with respect or revenues, whether now owned or hereafter acquired, to the Facilities and the Obligations or secure its obligations under the Financing Agreements; provided Loan Documents (assuming, in the case of each Domestic Subsidiary, that the foregoing clauses (a) and it is a Guarantor, whether or not it is in fact a Guarantor), or (b) shall not apply enter into or suffer to Contractual Obligations which exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to make Restricted Payments in respect of any Equity Interests of such Subsidiary held by the Borrower or any other Restricted Subsidiary, except (i) this Agreement and the other Loan Documents, (xii) exist Senior Notes Indenture, (iii) agreements as in effect on the Escrow Release Closing Date and shown on Schedule 7.06; (iv) any agreement relating to secured Indebtedness permitted hereunder, if such restrictions apply only to the extent collateral for such Indebtedness; (v) customary provisions in leases, licenses and other contracts restricting assignment thereof; (vi) customary provisions in purchase and sale agreements to be executed in connection with a Disposition not otherwise permitted prohibited by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness Agreement so long as such modification, replacement, renewal, extension or refinancing does not expand provisions apply only to the scope of assets subject to such Contractual Obligation, Disposition; (iivii) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations agreements were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (iiviii) any agreements governing any purchase money Liens, Capitalized Lease obligations or Qualified Securitization Transaction otherwise permitted hereby (in which case, any prohibition or limitation shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to be effective against the assets or Person subject to such Disposition, financed thereby); (vix) are customary provisions in shareholders’ agreements and other similar agreements applicable to Non-Wholly-Owned Subsidiaries or in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 ventures; and applicable solely to such joint venture, (vix) are negative pledges and restrictions on Liens in favor of any holder of agreements governing Indebtedness permitted under Section 10.3 but solely 7.02 that are, in the good faith judgment of Borrower, when taken as a whole, no more restrictive with respect to the extent any negative pledge relates to Borrower and its Restricted Subsidiaries than the property financed by such Indebtedness, restrictions contained in this Agreement (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent provided that such restrictions apply only will not affect any Loan Party’s ability to make any payments or perform its obligations (including satisfying the property or assets securing such Indebtedness or to Collateral and Guarantee Requirement) required under the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositLoan Documents).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document, or any other Financing AgreementAdditional Permitted Debt Documents) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities this Agreement and the Obligations or under the Financing Agreementsother Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Fourth Restatement Effective Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or at the time such Restricted Subsidiary merges with or into the Lead Borrower or any of a Borrowerits Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided provided, further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.147.15, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Lien permitted by Section 7.01(t) or any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (vii) are customary restrictions on in leases, subleases, licenses licenses, asset sale or asset or stock sale agreements similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (f7.03(g), 7.03(n) or (t7.03(u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 Section 7.01, (xiii) are obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate or currency risks in effect on the Fourth Restatement Effective Date, or (xiv) are (A) applicable to any Special Purpose Receivables Subsidiary in connection with any Permitted Receivables Financing, (B) applicable only to the Accounts (and 10.2 Related Rights and limited to Property) which are owing by the Designated Account Debtor associated with such cash Permitted Receivables Financing, or deposit(C) are customary in the context of a Permitted Receivables Financing and have been approved by the Administrative Agent (in its commercially reasonable discretion exercised in good faith).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (biii) of the Borrower or any Loan Party Restricted Subsidiary (other than a Non-Guarantor Subsidiary) to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit Obligations; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of the Lenders with respect any holder of Indebtedness permitted under Section 7.02(i) solely to the Facilities and extent any such negative pledge relates to the Obligations property financed by or under the Financing Agreementssubject of such Indebtedness; provided that the foregoing clauses (a) and or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, further that this Section 7.09 shall not apply to Contractual Obligations which prohibit (i1) any agreement in effect (or any amendment or replacement thereof containing terms no more restrictive than those contained in such agreement being amended or replaced) (xA) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.9) are listed set forth on Schedule 10.9 hereto and 7.09 or (yB) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such any Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (2) any Permitted Refinancing of the Senior Notes, (3) customary restrictions and conditions contained in agreements relating to the sale of a Borrower; Subsidiary or any other Disposition, pending such sale, provided further that this clause (ii) shall not such restrictions and conditions apply only to Contractual Obligations the Subsidiary or other assets that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14be sold and such sale is permitted under this Agreement, (iii4) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii5) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi6) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits joint venture agreements permitted under Sections 10.1 and 10.2 and limited to such cash or deposithereby.

Burdensome Agreements. Enter The Company will not, nor will it permit any Significant Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Non-Guarantor Subsidiary to pay dividends or make distributions in respect of a Borrower that is not a Guarantor to make Restricted Payments its Capital Stock to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsParty; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which: (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ; (ii) represent Indebtedness of a Loan Party containing limitations no more restrictive than those set forth in this Agreement; (iii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of or a BorrowerNon-Guarantor Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or a Non-Guarantor Subsidiary and as amended or modified; provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of a Borrower; provided further that this clause Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (iiiv) shall not apply customary limitations or restrictions in any acquisition agreement with respect to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant subject to Section 10.14any disposition by the Company or any Subsidiary, which limitations or restrictions are not applicable to any other Person (iiiother than its Subsidiaries); (v) represent Indebtedness of a Restricted Non-Guarantor Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, hereunder; (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (vvi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 10.2 hereunder and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens Joint Venture entered into in favor the ordinary course of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, business; (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and hereunder to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, ; (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xi) are restrictions arising in connection with any Qualified Receivables Financing; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (xiixiii) are restrictions that would not reasonably be expected to materially adversely affect the cash position of the Loan Parties taken as a whole; and (xiv) are customary restrictions contained in construction loans, purchase money obligations, Capital Leases, security agreements or Liens securing Indebtedness of the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Company or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such cash Capital Leases or depositsecurity agreements or Liens. For purposes of determining compliance with this covenant, the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that that: (a) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except any such provision contained in the Subordinated Notes Indenture to the extent such provision does not require such a grant of a Lien to secure the Subordinated Notes if a Lien is granted securing the Obligations; or (b) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor other than customary restrictions required in connection with (x) financings permitted by this Agreement, the limitations of which are no more restrictive than the corresponding limitations applicable to the Borrower hereunder, and (y) Dispositions permitted by this Agreement and which limitations cover only such assets or Person(s) which are the subject matter of such Dispositions and, prior to such Disposition, permit the Liens granted under the Loan Party Documents therein, and (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (biii) of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which prohibit: (iA) a negative pledge contained in either (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in Indebtedness of any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at as of the time such Restricted Subsidiary first date it becomes a Restricted Subsidiary of a Borrowerthe Borrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the date hereof and listed on Schedule 8.03, in each case so long as such Contractual Obligations were provision does not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection impair or conflict with any Disposition permitted by Security Instrument or with Section 10.4 or 10.5 and relate solely to 7.12 hereof; (B) provisions limiting Liens on property as may be contained in the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor terms of any holder of Indebtedness permitted under Section 10.3 but 8.03(e) or (f) solely to the extent any negative pledge such limitations relates to the property financed by or the subject of such Indebtedness; (C) provisions limiting Liens on property, and only on such property, subject to a prior Lien permitted under Section 8.01(c), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject theretod), (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(ce), (f) or ), (ti), (k), (o), (p) and (r); and (D) such provisions as may be contained in any refinancing or replacing Indebtedness permitted under Section 8.03, provided that the terms of such provisions shall be no less favorable to the extent that such restrictions apply only to Administrative Agent and the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions Lenders as were contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof Indebtedness being refinanced or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositreplaced.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document or any Second Lien Loan Document) that limits the ability of ability: (a) of any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), with respect to such restrictions than those contained in those agreements on the Closing Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, provided that (x) any such agreement expressly permits such Restricted Payments, transfers of property and investments to pay the First Lien Obligations and (y) the exception in this clause ‎(ii) shall not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement governing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section ‎7.03; (iv) (x) any agreement in connection with a Disposition permitted by Section ‎7.05 and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section ‎7.02), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section ‎7.02 and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section ‎7.03(f) or ‎(n) (provided that the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Borrower in good faith) than similar restrictions contained in this Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; or (b) of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the First Lien Obligations except for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 ‎7.03(e) or ‎7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viiii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiiii) comprise customary restrictions imposed by any agreement relating to secured contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness permitted incurred pursuant to Section 10.3(c‎7.03(f) or ‎(n) (provided that such restrictions do not restrict the Liens securing the First Lien Obligations or the first priority status thereof), (fiv) restrictions arising in connection with cash or (t) other deposits permitted under Sections ‎7.01 or ‎7.02 and limited to the extent that such restrictions apply only to the property cash or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtednessdeposit, (ixv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivi) are restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document and any requirements of Law that are memorialized as Contractual Agreements) that limits the ability of prohibits (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to make or repay intercompany loans and advances to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.08) are listed on Schedule 10.9 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (xi)(x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness or any other obligations of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Lien permitted by Section 7.01 and relate to the property subject to such Lien, (v) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (vvi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vivii) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viiviii) are customary restrictions on leases, subleases, licenses or asset sale or stock sale similar agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiiix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) 7.03 and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixx) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted SubsidiarySubsidiary or the assignment of any license or sublicense agreement, (xxi) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xixii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (xiixiii) are customary restrictions contained on Liens in Indebtedness permitted hereunder so long as such Indebtedness permits the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof first-priority Liens of the Secured Parties on the Collateral or (xiiixiv) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or to make Investments in the Borrower or any Guarantor, except for (bA) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist agreement in effect on the Escrow Release First Amendment Effective Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iiiB) represent any agreement representing Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.02 and (ivC) arise any agreement in connection with any a Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder Subsidiary to Guarantee the Indebtedness of the Borrower other than any document governing Indebtedness permitted under Section 10.3 but 7.02(c), (d) or (i) so long as the applicable provisions thereof are no more restrictive in any material respect, taken as a whole, than this Agreement or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens securing the Obligations on property of such Person other than (A) any document governing Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiB) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiC) comprise restrictions imposed by any agreement relating to secured representing Indebtedness of a Subsidiary of the Borrower that is not a Loan Party which is permitted pursuant to by Section 10.3(c)7.02, (f) or (t) and solely to the extent that such restrictions apply restriction applies only to the property or assets securing of such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing Subsidiary that secured such Indebtedness, (ixD) are customary provisions restricting subletting restrictions arising in connection with cash or assignment of any lease governing a leasehold interest of a Borrower other deposits permitted under Sections 7.01 or any Restricted Subsidiary, 7.02 and limited to such cash or deposit or (xE) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiib) arise requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than customary provisions in connection any applicable agreement referred to in clause (a)(iii) above so long such agreements do not require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure any obligations of the Borrower or its Subsidiaries with cash or other deposits permitted under Sections 10.1 and 10.2 and limited respect to such cash or depositany of the Loan Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Obligations of any Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that: (i) (x) exist on the Escrow Release Date date hereof (including the Acquisition Documents) and (to the extent not otherwise permitted by this Section 10.99.9) are listed on Schedule 10.9 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ; (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to and such Contractual Obligations that are binding on a not applicable to any other Person, or the properties of any other Person, other than the Person that becomes a Restricted Subsidiary pursuant to Section 10.14and its Subsidiaries, or the property (and the proceeds and products thereof) of the Person and its Subsidiaries, so acquired; (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Party which that is permitted by Section 10.3 9.3, so long as such Contractual Obligations will not materially affect the Borrower’s ability to make anticipated principal or interest payments on the extent applying only to such Restricted Subsidiary, Loans (as determined in good faith by the Borrower); (iv) are customary restrictions that arise in connection with (x) any Lien permitted by Section 9.1 or any document or restriction governing or evidencing such permitted Lien, and relate only to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 or 10.5 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ; (v) are customary provisions in joint venture Joint Venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 10.2 9.2 and applicable solely to such joint venture, Joint Venture entered into in the ordinary course of business; (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 9.3 but solely to the extent any negative pledge or restriction on Lien relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations without restriction (subject to the Intercreditor Agreement); (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 9.3 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, ; (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are restrictions contained in Credit Agreement Refinancing Indebtedness, the Term Facility Credit Agreement, the Term Facility Documentation, the Senior Notes Indenture or the Senior Notes and any Permitted Refinancing of any of the foregoing; (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Effective Date and permitted under Section 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive, taken as a whole, than the restrictions contained in this Agreement, taken as a whole), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (xiv) exist under or by reason of applicable Law; (xv) exist under or by reason of any Contractual Obligation of a Person acquired by the Borrower or any Restricted Subsidiary in an Acquisition permitted under this Agreement which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (xvi) are restrictions contained in Letter of Credit Reimbursement Agreements and other standard documentation that any Issuer requires to be executed by any Loan Party with respect to the issuance of any Letter of Credit; (xvii) are restrictions contained in the ABL Credit Agreement andEscrow Agreement; (xviii) are restrictions contained in the Shareholders Agreement; or (xix) are imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xviii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in each casethe good faith judgment of the Borrower, any Permitted Refinancing thereof or (xiii) arise no more restrictive with respect to such dividend and other restrictions than those contained in connection with cash the dividend or other deposits permitted under Sections 10.1 and 10.2 and limited restrictions prior to such cash amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing. For purposes of determining compliance with this Section 9.9, the subordination of loans or advances made to Holdings, the Borrower or a Restricted Subsidiary to other Indebtedness incurred by Holdings, the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advance.

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any Contractual Obligation (other than (i) this Agreement or any other Financing AgreementLoan Document, (ii) any ABL Facility Documentation or (iii) any documents governing Credit Agreement Refinancing Indebtedness, Alternative Incremental Indebtedness, or a Permitted Refinancing of (ii)-(iii)) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to make or repay loans or advances to or otherwise transfer assets to or make Investments in the Borrower or any Restricted Subsidiary that is a Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsObligations; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Restatement Effective Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect (as determined in good faith by the Borrower), (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or other non-wholly owned Subsidiaries permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure or other non-wholly owned Subsidiaries and are entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness (other than any Junior Financing) permitted under Section 10.3 7.03(e) or (g) but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to governing secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted SubsidiarySubsidiary entered into in the ordinary course of business, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement andFacility Documentation and any Qualified Securitization Financing, in each case, any Permitted Refinancing thereof or (xiiixii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Restatement Effective Date and permitted under Section 7.03 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required 4830-5366-9817v1

Burdensome Agreements. Enter Directly or indirectly, enter into or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition on (other than this Agreement or any other Financing Agreementa) that limits the ability of (a) the MLP, the Issuer or any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments create or permit to exist any Loan Party Lien on any of its property or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit ability of the Lenders Issuer or any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Facilities and MLP, the Obligations Issuer or under any Restricted Subsidiary or to guaranty Indebtedness of the Financing AgreementsMLP, the Issuer or any Restricted Subsidiary or to otherwise transfer assets to or invest in the MLP, the Issuer or any Restricted Subsidiary (any such prohibition, restriction or imposition of condition of the type described in the forgoing clauses (a) or (b) is herein called a “Burdensome Restriction”); provided that the foregoing provided, that: (1) clauses (a) and (b) of this Section shall not apply to Contractual Obligations which restrictions and conditions imposed by law or by this Agreement; (i2) clauses (xa) exist on the Escrow Release Date and (to the extent not otherwise permitted by b) of this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations restrictions and conditions existing on the date of this Agreement and identified on Schedule 10.9 or any extension, refinancing or renewal thereof on market terms and conditions, provided that are binding on a Person that becomes a Restricted Subsidiary pursuant the terms of any Burdensome Restriction contained in such extension, refinancing or renewal is no more restrictive than the Burdensome Restrictions being extended, refinanced or renewed; (3) clauses (a) and (b) of this Section shall not apply to Section 10.14, (iii) represent Indebtedness customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of a Borrower which pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by hereunder; (4) clause (a) of this Section 10.3 shall not apply to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 restrictions or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Indebtedness; (5) clause (a) of this Section shall not apply to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or leases and other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness restricting the assignment thereof; (6) clauses (a) and (b) of this Section shall not apply to Indebtedness issued by the Issuer or a Restricted Subsidiary that is otherwise permitted hereunder on market-clearing terms, provided that the Burdensome Restrictions so imposed are not any more restrictive than those applicable to the MLP pursuant to this Agreement; and (xii7) the foregoing clause (a) of this Section shall not apply to the receivables and related assets owned by a Restricted Subsidiary whose only activities are customary restrictions contained in to purchase receivables from the ABL Credit Agreement andMLP or a Restricted Subsidiary and resell such receivables, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited case pursuant to such cash or depositan Alternate Program.

Burdensome Agreements. (a) Enter into into, or permit to exist exist, any Contractual Obligation (other than this Agreement that encumbers or any other Financing Agreement) that limits restricts the ability of any such Person to (ai) in the case of any Restricted Subsidiary of a Borrower that is not a Guarantor to Subsidiary, make Restricted Payments in respect of Equity Interests issued by it, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party or (biv) transfer any of its property to any Loan Party, except for (1) this Agreement and the other Loan Documents, (2) any Loan Party restrictions regarding licenses or sublicenses by the Parent and its Restricted Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to createsuch intellectual property), incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a3) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth restrictions contained in any agreement or instrument governing or evidencing any Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted modificationby Section 8.03, replacement, renewal, extension or refinancing of such Indebtedness so long as such modificationrestrictions do not impair in the ability of the Loan Parties to perform their obligations under this Agreement, replacement, renewal, extension (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Sections 8.04 or refinancing does not expand 8.05 pending the scope consummation of such Contractual Obligationsale, (ii5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.02 and applicable solely to such joint venture and entered into in the ordinary course of business, (6) customary provisions in leases and other contracts restricting the assignment thereof, (7) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (8) any agreements existing on the Restatement Effective Date and (9) Contractual Obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary. (b) Enter into, or permit to exist, any Contractual Obligation that (1) encumbers or restricts the ability of any Loan Party (other than a Designated Borrower) to pledge its property pursuant to the Loan Documents (or any renewals, refinancings, exchanges, refundings or extensions thereof), except for (i) this Agreement and the other Loan Documents, (ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iii) software and other intellectual property licenses pursuant to which the Parent or Restricted Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets which are the subject of the applicable license), (iv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (v) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.02 and applicable solely to such joint venture and are entered into in the ordinary course of business, (vi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) any Permitted Lien or any document or instrument governing a BorrowerPermitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (viii) any agreements existing on the Restatement Effective Date and (ix) Contractual Obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause or (ii2) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to requires the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor grant of any holder of Indebtedness permitted under Section 10.3 but solely to security for any obligation if such property is given as security for the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositObligations.

Burdensome Agreements. Enter Except as otherwise permitted under Section 7.01, 7.02, 7.03(b), 7.05 or 7.15, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document or any other Financing Agreementagreement with, or any agreement resulting from, the application of any Law by any Governmental Authority) that limits the ability of (a) of any Restricted Subsidiary of (other than a Borrower that is not Dormant Subsidiary or a Guarantor Discontinued Foreign Subsidiary) to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) of any Loan Party Restricted Subsidiary (other than a Dormant Subsidiary or a Discontinued Foreign Subsidiary) to Guarantee the Indebtedness of the Borrower, or (c) of the Borrower or any Restricted Subsidiary (other than a Dormant Subsidiary or a Discontinued Foreign Subsidiary) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall Person. The restrictions in this Section 7.09 will not apply to Contractual Obligations which encumbrances or restrictions existing under or by reason of: (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth any such limitation contained in any agreement evidencing in effect on the Closing Date and any permitted modificationamendments, replacementmodifications, renewalrestatements, extension renewals or refinancing of such Indebtedness so long replacements thereof that are not more restrictive, taken as such modificationa whole, replacement, renewal, extension or refinancing does not expand than the scope of such Contractual Obligation, encumbrances existing on the Closing Date; (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges encumbrances and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that are not more restrictive, taken as a whole, than the encumbrances existing on the Closing Date; (xiiii) (A) any limitation that limits the ability of a Subsidiary to transfer property or enter into such Guarantees or (B) any negative pledge on any property contained in any agreement for an Asset Sale of such property so long as such Asset Sale is permitted by the terms hereof, any negative pledge in favor of the holder of a Permitted Lien on the property subject to such Permitted Lien and any negative pledge on any accounts receivable, payment intangibles, instruments or other similar rights to payment from a counterparty or its Affiliates granted on such rights to payment to such counterparty or its Affiliates; (iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose property transfer restrictions on the property purchased or leased of the nature described in clause (a) of this Section 7.09; (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Liens permitted to be incurred under the provisions of Section 7.01 that limit the right of the debtor to dispose of the assets subject to such Liens; (viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, ownership, participation, shareholders, partnership or limited liability company agreements relating to Project Interests, asset sale agreements, sale-leaseback agreements, stock sale agreements, agreements governing Non-Recourse Debt and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (ix) restrictions on cash or other deposits or net worth or other similar requirements imposed by customers under contracts entered into in connection with a Permitted Business; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the ordinary course Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of businesssolely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not of any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xi) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (xii) are Indebtedness of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (xiii) with respect to property transfer restrictions of the type described in clause (a) of this Section 7.09 only, restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (xiv) customary provisions in joint venture, stockholder, membership, limited liability company or partnership agreements or organizational documents relating to joint ventures or partnerships or owners, participation, shared facility or other similar agreements relating to Project Interests; and (xv) any encumbrance or restriction of the type referred to in clauses (a), (b) or (c) of this Section 7.09 (except to the extent that any of clauses (i) through (xiv) of this Section 7.09 refers or applies only to certain of such clauses (a), (b) or (c), and, in such case, only to such applicable clause), imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this Section 7.09; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, when taken as a whole, in the good faith judgment of the chief financial officer of the Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash dividend or other deposits permitted under Sections 10.1 and 10.2 and limited payment restrictions prior to such cash amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or depositrefinancing.

Burdensome Agreements. Enter Directly or indirectly, enter into or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition on (other than this Agreement or any other Financing Agreementa) that limits the ability of (a) the MLP, the Issuer or any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments create or permit to exist any Loan Party Lien on any of its property or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit ability of the Lenders Issuer or any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Facilities and MLP, the Obligations Issuer or under any Restricted Subsidiary or to guaranty Indebtedness of the Financing AgreementsMLP, the Issuer or any Restricted Subsidiary or to otherwise transfer assets to or invest in the MLP, the Issuer or any Restricted Subsidiary (any such prohibition, restriction or imposition of condition of the type described in the forgoing clauses (a) or (b) is herein called a “Burdensome Restriction”); provided that the foregoing provided, that: (1) clauses (a) and (b) of this Section shall not apply to Contractual Obligations which restrictions and conditions imposed by law or by this Agreement; (i2) clauses (xa) exist on the Escrow Release Date and (to the extent not otherwise permitted by b) of this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations restrictions and conditions existing on the date of this Agreement and identified on Schedule 10.9 or any extension, refinancing or renewal thereof on market terms and conditions, provided that are binding on a Person that becomes a Restricted Subsidiary pursuant the terms of any Burdensome Restriction contained in such extension, refinancing or renewal is no more restrictive than the Burdensome Restrictions being extended, refinanced or renewed; (3) clauses (a) and (b) of this Section shall not apply to Section 10.14, (iii) represent Indebtedness customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of a Borrower which pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by hereunder; (4) clause (a) of this Section 10.3 shall not apply to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 restrictions or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Indebtedness; (5) clause (a) of this Section shall not apply to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or leases and other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness restricting the assignment thereof; (6) clauses (a) and (b) of this Section shall not apply to Indebtedness issued by the Issuer or a Restricted Subsidiary that is otherwise permitted hereunder on market-clearing terms, provided that the Burdensome Restrictions so imposed are not any more restrictive than those applicable to the MLP or the Issuer or a Restricted Subsidiary pursuant to this Agreement; and (xii7) the foregoing clause (a) of this Section shall not apply to the receivables and related assets owned by a Restricted Subsidiary whose only activities are customary restrictions contained in to purchase receivables from the ABL Credit Agreement andMLP or a Restricted Subsidiary and resell such receivables, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited case pursuant to such cash or depositan Alternate Program.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document or any other Financing AgreementSenior Secured Notes Document) that limits the ability of (ai) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (bii) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities this Agreement and the Senior Credit Obligations or under the Financing Agreementsother Loan Documents; provided that the foregoing clauses (ai) and (bii) shall not apply to Contractual Obligations which which (ia) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, , (iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or at the time such Restricted Subsidiary merges with or into the Lead Borrower or any of a Borrowerits Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further provided, further, that this clause (iib) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, 7.15, (iiic) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.03, (ivd) arise in connection with any Lien permitted by Section 7.01(u) or any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, 7.05, (ve) are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture entered into in the ordinary course of business, (vif) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (viiand excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (g) are customary restrictions on leases, subleases, licenses licenses, sublicenses, asset sale or asset or stock sale agreements similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, , (viiih) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cSections 7.03(b), (f7.03(f), 7.03(h), 7.03(o) or (t7.03(u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(h) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, , (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, , (xj) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, , (xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, , (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiil) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash Section 7.01 and (m) are obligations under (i) any Swap Contracts or deposit(ii) other derivative instruments entered into for the purpose of hedging interest rate or currency risks in effect on the Closing Date.

Burdensome Agreements. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xA) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.96.10) are listed in Schedule 6.10, (B) are contained in the Senior Notes or Senior Notes Indenture as in effect on Schedule 10.9 hereto the date hereof and (yC) to the extent Contractual Obligations permitted by clause clauses (xA) and (B) are set forth in an agreement evidencing Indebtedness, are such Contractual Obligations may set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (a) or (b) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary6.01, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition6.11, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 6.05 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.01 but solely to the extent any negative pledge relates to the property financed by or secured by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f6.01(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting assignment or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment transfer of any agreement entered into in the ordinary course of business, (xix) arise in connection with cash or other deposits permitted under Section 6.02 or are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xiixi) are customary restrictions contained in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the ABL Credit Agreement andgood faith judgment of the Borrower, no more restrictive in each caseany material respect with respect to the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, any Permitted Refinancing thereof or (xiii) arise if applicable, on the date on which such Restricted Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to effect on such cash or depositdate.

Burdensome Agreements. Enter The Borrower will not and will not permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documents related to any Permitted Additional Debt, any documentation governing any Credit Agreement Refinancing Indebtedness or any other Financing Agreementdocumentation governing any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Subsidiary Guarantor to make Restricted Payments dividends or distributions to the Borrower or any Loan Party Subsidiary Guarantor or (b) the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsCredit Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that (i) (x) exist on the Escrow Release Effective Date and (to the extent not otherwise permitted by this Section 10.910.12) are listed on Schedule 10.9 10.12 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessIndebtedness or other obligations, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or obligation so long as such modification, replacement, renewal, extension or refinancing Permitted Refinancing Indebtedness does not expand the scope of such Contractual Obligation, , (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, , (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which that is not a Loan Party which Guarantor to the extent such Indebtedness is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 10.1, (iv) arise in connection pursuant to agreements entered into with respect to any sale, transfer, lease or other Disposition permitted by Section 10.4 or 10.5 and relate applicable solely to the assets under such sale, transfer, lease or Person subject to such other Disposition, , (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under by Section 10.2 10.5 and applicable solely to such joint venture, venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 10.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, , (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, , (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 10.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, , (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, , (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, , (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, , (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or imposed by Applicable Law, (xiii) arise customary net worth provisions contained in connection with cash real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and (xiv) contain restrictions prohibiting the granting of a security interest in licenses or other deposits permitted under Sections 10.1 sublicenses of Intellectual Property, which licenses and 10.2 and limited sublicences are entered into in the ordinary course of business (in which case such restriction shall relate only to such cash or depositIntellectual Property).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or to make Investments in the Borrower or any Guarantor, except for (bA) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist agreement in effect on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iiiB) represent any agreement representing Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.02 and (ivC) arise any agreement in connection with any a Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder Subsidiary to Guarantee the Indebtedness of the Borrower other than any document governing Indebtedness permitted under Section 10.3 but 7.02(c), (d) or (i) so long as the applicable provisions thereof are no more restrictive in any material respect, taken as a whole, than this Agreement or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens securing the Obligations on property of such Person other than (A) any document governing Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiB) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiC) comprise restrictions imposed by any agreement relating to secured representing Indebtedness of a Subsidiary of the Borrower that is not a Loan Party which is permitted pursuant to by Section 10.3(c)7.02, (f) or (t) and solely to the extent that such restrictions apply restriction applies only to the property or assets securing of such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing Subsidiary that secured such Indebtedness, restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit or (ixE) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiib) arise requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than customary provisions in connection any applicable agreement referred to in clause (a)(iii) above so long such agreements do not require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure any obligations of the Borrower or its Subsidiaries with cash or other deposits permitted under Sections 10.1 and 10.2 and limited respect to such cash or depositany of the Loan Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation contractual obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to either Borrower or otherwise transfer property to either Borrower, (ii) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrowers or (biii) of the Borrowers or any Loan Party Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (iA) restrictions and conditions existing on Second Amendment Effective Date (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in or any agreement evidencing any permitted modification, replacementextension, renewal, extension amendment or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationmodification thereof), (iiB) are any contractual obligation of a Person which becomes a Subsidiary after the Closing Date; provided that such contractual obligation is only binding on a Restricted upon such Subsidiary and such contractual obligation was in existence at the time such Restricted Subsidiary first Person becomes a Restricted Subsidiary Subsidiary, (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) restrictions and conditions imposed by any agreement or document governing or evidencing any other Indebtedness, Swap Contract or other obligation of a BorrowerBorrower or any Subsidiary permitted hereunder, so long as such Contractual Obligations were documentation does not entered contain any covenant expressly limiting the ability of either Borrower or its Subsidiaries to enter into solely contractual obligations of the type described in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause the foregoing clauses (iii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, through (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Party which is permitted by materially more restrictive on the Borrowers and its subsidiaries than this Section 10.3 to the extent applying only to such Restricted Subsidiary7.09, (ivD) arise restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or equity holder’s agreement, (E) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such a Disposition, (vF) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are any negative pledges and restrictions on Liens pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.3 but hereunder solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiG) are customary restrictions on leasesany negative pledge incurred or provided in favor a financial institution with respect to deposit or other account pooling agreements, subleasescash management agreements and similar arrangements, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply negative pledge relates only to the property or assets securing deposit accounts subject to such Indebtedness or agreement, and (z) apply to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions in leases and other contracts restricting subletting the assignment, pledge or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositmortgage thereof.

Burdensome Agreements. Enter into Create or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume otherwise cause or suffer to exist Liens or become effective any consensual encumbrance or restriction of any kind on property the ability of such Person for the benefit any Borrower or any of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses Restricted Subsidiaries to: (a) and pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Holdings, any Borrower or any other Restricted Subsidiary; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings, LLC Subsidiary, any Borrower or any other Restricted Subsidiary; (c) make loans or advances to Holdings, any Borrower or any other Restricted Subsidiary; or (d) transfer any of its property or assets to any Borrower or any other Restricted Subsidiary; provided, notwithstanding anything herein to the contrary, this Section 6.5 shall not apply to Contractual Obligations which that: (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of and the restriction or condition set forth in such agreement does not apply to any Borrower or any other Restricted Subsidiary that previously was a Borrower; provided further that this clause Restricted Subsidiary; (ii) shall not apply relate to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Credit Party which is permitted by Section 10.3 6.1 and which does not apply to any Credit Party; (iii) are customary restrictions that arise in connection with (x) any Permitted Lien and relate to the extent applying only property subject to such Restricted Subsidiary, Lien or (ivy) arise in connection with any Disposition disposition permitted by Section 10.4 6.8 or 10.5 6.9 and relate solely to the assets or Person subject to such Disposition, disposition; (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other non-wholly-owned Subsidiaries permitted under Section 10.2 6.6 and applicable solely to such joint venture, venture or non-wholly- owned Subsidiary and its equity entered into in the ordinary course of business; (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.1 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof; (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets or Subsidiary subject thereto, ; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of a any Borrower or any of the Restricted Subsidiary, Subsidiaries; (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of businesslease, license or agreement; (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiix) arise in connection with cash or other deposits permitted under Sections 10.1 6.2 and 10.2 6.6 and limited to such cash or deposit; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are restrictions regarding licensing or sublicensing by any Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business; (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xiv) are restrictions or conditions in connection with any item of Indebtedness permitted pursuant to Section 6.1 to the extent such restrictions or conditions with respect to such Indebtedness are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than the restrictions and conditions in the Credit Documents (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders) and such restrictions or conditions do not prohibit compliance with Sections 5.11 and 5.12; or (xv) are restrictions imposed by (A) the Credit Documents, (B) any First Lien Credit Documents, (C) the terms of any pari passu Indebtedness, (D) any Junior Financing Documents or (E) applicable Law.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or to otherwise transfer property to or invest in any Loan Party or (b) irrespective of whether a Collateral Release Date has occurred, any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit in favor of the Lenders with respect Administrative Agent on any Collateral that is required by the terms of any Loan Document to secure the Obligations (or, during a Collateral Release Period, on any assets of the type that would have constituted “Collateral” immediately prior to the Facilities and the Obligations or under the Financing AgreementsCollateral Release Date); provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness7.03, (viivi) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryinterest, (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xiix) are restrictions on cash or cash, other deposits or net worth or similar restrictions imposed by customers Persons under contracts entered into in the ordinary course of business, (x) are contained in any employment, compensation or separation agreement or arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, (xi) arising in any Hedge Agreement and/or any agreement relating to any Cash Management Obligation or obligations of the type referred to in Section 7.02(j) or (xii) are customary restrictions contained set forth in the ABL Credit Agreement and, in each case, any agreement relating to any Permitted Refinancing thereof Lien that limit the right of the Borrower or (xiii) arise in connection with cash any Restricted Subsidiary to Dispose of or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositencumber the assets subject thereto.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.13) are listed on Schedule 10.9 7.13 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant ceases to Section 10.14become an Unrestricted Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.2, (iv) arise in connection with any Lien permitted by Section 7.3 or any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.5, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.8 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges solely with respect to clause (b), any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and restrictions on Liens in favor of any holder of the proceeds thereof), agreements entered into with respect to other Indebtedness permitted under to be incurred by Section 10.3 but solely 7.2(ii)(l) and to be secured by a Lien pursuant to Section 7.3(r) to the extent any negative pledge relates the prohibition or restriction is only applicable to the property financed by assets which secure such Indebtedness, and customary non-assignment provisions in leases, joint venture agreements and other contracts entered into in the ordinary course of business, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (xix) are customary provisions restricting assignment of any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiixi) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited Section 7.3, (xii) arise solely as a result of a Requirement of Law or (xiii) are set forth in the agreements governing any Qualified Securitization Financing with respect to such cash any Securitization Subsidiary or depositin any agreements governing Foreign Factoring Transactions.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or to otherwise transfer property to or invest in any Loan Party, except for any agreement in effect (bA) on the Original Closing Date and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Material Domestic Subsidiary to Guarantee the Obligations hereunder or (iii) of the Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for securing the benefit Obligations hereunder; provided, however, that this clause (iii) shall not prohibit any negative pledge or restriction incurred or provided in favor of the Lenders with respect any holder of any secured Indebtedness permitted under Section 7.02 solely to the Facilities and extent any such negative pledge or restriction relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant by a Loan Party of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations hereunder or under the Financing Agreementsrefinancings hereof; provided provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (iA) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the Disposition of any assets or any Subsidiary permitted by Section 7.05, provided that the restrictions in any such contracts shall apply only to such assets or Subsidiary that is to be Disposed of, (E) are customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are limitations imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness permitted hereunder if such limitation applies only to the assets or property of such Subsidiary securing such Indebtedness, (G) are in effect at the time any Person becomes a Subsidiary and not created in anticipation thereof, (H) (x) exist on the Escrow Release Original Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed identified on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligations, (iiI) are binding on a Restricted Subsidiary at restrictions contained in the time terms of any Indebtedness permitted hereunder or any agreement pursuant to which such Restricted Subsidiary first becomes a Restricted Subsidiary Indebtedness was issued if (x) such restriction applies only in the event of a Borrower, so long as payment default or a default with respect to a financial covenant contained in such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause Indebtedness or agreement (ii) but shall not apply prohibit the prior Lien securing the Obligations other than during a Collateral Suspension Period) or such restriction is not more restrictive as to Contractual Obligations any Subsidiary than the restrictions applicable to such Subsidiary contained in this Agreement and (y) the Borrower determines that are binding any such restriction will not materially affect the Borrower’s ability to make principal or interest payments on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14the Loans, (iiiJ) represent are provisions imposed by any instrument or agreement governing Indebtedness of a Restricted any Subsidiary of a Borrower which that is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.02 or (ivK) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements under applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositlaw.

Burdensome Agreements. (a) Enter into or permit to exist any Contractual Obligation (other than the Senior Notes Documents, this Agreement or any other Financing AgreementLoan Document) that (i) limits the ability (A) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (bB) of any Subsidiary to Guarantee the Obligations, (C) of any Subsidiary to make or repay loans to a Loan Party Party, or (D) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit in favor of the Lenders Collateral Agent; or (ii) requires the grant by a Loan Party or Subsidiary of a Lien to secure an obligation of such Person if a Lien is granted by such Person to secure another obligation of such Person. (b) The restrictions contained in Section 7.10(a) shall not prohibit: (i) any encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Loan Documents and the Senior Note Documents) in effect on the Effective Date or as set forth in the 2017 Refinancing Senior Notes Documents on the date of execution thereof, or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive than those contained in the Loan Documents and the Senior Notes Documents; (ii) any encumbrance or restriction with respect to the Facilities and the Obligations or under the Financing Agreements; provided a Subsidiary that the foregoing clauses (a) and (b) shall is not apply to Contractual Obligations which (i) (x) exist a Subsidiary on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth Effective Date, in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary existence at the time such Restricted Subsidiary first Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, provided that such encumbrances and restrictions are not applicable to any Subsidiary or the properties or assets of any Subsidiary other than such Subsidiary which is becoming a BorrowerSubsidiary or such Subsidiary’s Subsidiaries; (iii) any encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted under clauses (c) or (f) of the definition of Permitted Indebtedness; (iv) any encumbrance or restriction contained in any Indebtedness acquired or other agreement of any Person or related to assets acquired (whether by merger, consolidation or otherwise) by the Parent or any of its Subsidiaries, so long as such Contractual Obligations were encumbrance or restriction (A) was not entered into solely in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person or such Person’s Subsidiaries, or the property or assets of the Person becoming a Restricted Subsidiary or such Person’s Subsidiaries, so acquired; (v) any encumbrance or restriction existing under applicable Law, rule, regulation or order or any requirement of any regulatory body; (vi) in the case of clause (i)(A) of subsection (a) above, Permitted Encumbrances that limit the right of the debtor to dispose of the assets subject to such Permitted Encumbrances; (vii) customary non-assignment provisions in leases, licenses or contracts; (viii) customary restrictions contained in (A) asset sale agreements that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a BorrowerSubsidiary that restricts distributions by that Subsidiary pending its sale or other Disposition; (ix) customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements; provided further provided, however, that this clause (ii) shall such restrictions do not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14any Subsidiaries other than the applicable company, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 partnership or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, ; (vix) are negative pledges and restrictions on Liens contained in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Permitted Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to are customary for Indebtedness of the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) type incurred and to the extent board of directors of the Parent determines in good faith that such restrictions apply only will not adversely affect the Parent’s or the Lead Borrower’s ability to make payments of principal or interest on the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, Obligations; (xi) any encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Parent; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement ; and, in each case, any Permitted Refinancing thereof or (xiii) arise any encumbrance or restriction under any agreement that amends, extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in connection with cash the foregoing clauses (i) through (xii), or other deposits permitted in this clause (xiii); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under Sections 10.1 and 10.2 and limited or pursuant to such cash the agreement evidencing the Indebtedness so extended, renewed, refinanced or depositreplaced.

Burdensome Agreements. Enter The Parent shall not, nor shall the Parent permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement, the other Loan Documents, the ABL Facility Documents, the Secured Notes Documents, any agreements governing any Permitted Refinancing thereof, any agreements or documents governing, evidencing and/or securing Credit Agreement Refinancing Indebtedness (or any other Financing functionally equivalent term under the ABL Credit Agreement, the Secured Notes Indenture or the agreements documenting any Permitted Refinancing thereof), Incremental Commitments or Incremental Equivalent Debt and any requirements of Law that are memorialized as Contractual Obligations) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to prohibits any Loan Party from creating, incurring, assuming or (b) any Loan Party to create, incur, assume or suffer suffering to exist Liens on property the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Loan Documents (such Contractual Obligations being “Burdensome Agreements”); provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.08) are listed on Schedule 10.9 hereto 7.08 and (y) to the extent Contractual Obligations permitted by clause (xi)(x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Parent or the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Parent or the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower the Parent which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Parent or any Restricted Subsidiary, (x) are customary provisions on the disposition or assignment of real estate interests found in easement agreements, (xi) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xixii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiixiii) customary restrictions on Liens in Indebtedness permitted hereunder so long as such Indebtedness permits the Liens of the Secured Parties on the Collateral (with the priority required hereby and by the other Loan Documents), (xiv) are customary restrictions contained entered into in the ABL Credit Agreement andordinary course of business that is customary for Persons engaged in Midstream Activities, in each case, any Permitted Refinancing thereof or and (xiiixv) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement and any other Loan Document or any other Financing AgreementSecond Lien Loan Document) that limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrowers or any Loan Party Guarantor, to make intercompany loans or advances to the Borrowers or any Guarantor or to repay such loans or advances, or to otherwise transfer property to or invest in the Borrowers or any Guarantor, except for any agreement in effect (A) on the date hereof or (bB) at the time any Loan Party Restricted Subsidiary becomes a Restricted Subsidiary of the Borrowers, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrowers, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii) of the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednessprovided, are set forth in any agreement evidencing any permitted modificationhowever, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (iiiii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, prohibit (iiiA) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to any such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 limitation incurred or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 10.3 but 7.02(j) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiB) are customary anti-assignment provisions in contracts restricting the assignment thereof, (C) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such leases, (D) customary restrictions on in leases, subleases, licenses and sublicenses or asset (E) are customary restrictions in any Subordinated Note Document or stock sale agreements otherwise any documentation governing any Permitted Incremental Equivalent Debt or any Credit Agreement Refinancing Indebtedness; provided, further, that the foregoing clauses (i), (ii) and (iii) shall not apply to (x) Contractual Obligations which are limitations imposed on any Excluded Subsidiary by the terms of any Indebtedness of such Excluded Subsidiary permitted hereby so long as to be incurred under this Agreement if such restrictions relate limitations apply only to the assets or Subsidiary subject theretoproperty of such Excluded Subsidiary, (viiiy) comprise restrictions imposed by any agreement relating document governing any secured Credit Agreement Refinancing Indebtedness or any documentation governing any Permitted Refinancing Indebtedness incurred to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing refinance any such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixz) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise created in connection with cash any Qualified Securitization Financing or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositReceivables Facility.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document, the Senior Notes Indenture or customary terms in any documentation providing for any Permitted Refinancing thereof, so long as the restrictions in any such Permitted Refinancing, taken as a whole, in the good faith judgment of the Borrower, are no more disadvantageous to the Lenders than the restrictions set forth in the Senior Notes Indenture) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Subsidiary Guarantor or to otherwise transfer property to or invest in the Borrower or any Subsidiary Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to any Contractual Obligations which Obligation that (i) (xA) exist exists on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.9) are is listed on Schedule 10.9 hereto 7.09 and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (A) or (B) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Party which is permitted by Section 10.3 7.03 so long as such restrictions do not apply to the extent applying only to such Restricted Subsidiaryany Loan Party, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or secured by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Unsecured Financing) or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate apply only to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryinterest, (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, business or (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with that apply solely to cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositSection 7.01.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Material Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the US Borrower or any US Guarantor or Canadian Guarantor or to otherwise transfer property to the US Borrower or any US Guarantor, (ii) of any Material Subsidiary to Guarantee the Indebtedness of any Borrower, unless the US Borrower determines in good faith that such Contractual Obligations would not materially hinder any Borrower’s ability to meet its obligations under this Agreement; provided, however, that no such Contractual Obligation shall prohibit the US Borrower’s performance of its obligations under Section 6.12, (iii) of any Loan Party to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extensions thereof or (biv) of any Loan Party Borrower or any Material Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biv) shall not (A) prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.03(d), 7.03(e), 7.03(i) or 7.03(k), in the case of Indebtedness under Section 7.03(e), solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and in the case of Indebtedness under Section 7.03(i), solely to the extent any such negative pledge relates to Indebtedness of Subsidiary that is not a Domestic Subsidiary or a US Guarantor, (B) apply to any Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iiI) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the US Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the US Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (vII) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, the Organization Documents for a Joint Venture or the Equity Interests therein; (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viiIII) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby under this Agreement, so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply affect only to the property or assets securing subject thereto and (y) do not materially adversely affect the use of such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, property for its intended purpose; (ixIV) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the US Borrower or any Restricted Subsidiary, of its Subsidiaries; (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiV) are restrictions on cash or other deposits imposed by customers under contracts agreements entered into in by the US Borrower or its Subsidiaries the ordinary course of business, ; or (xiiVI) are customary restrictions contained in the ABL Credit Agreement andprovisions restricting assignment of any agreements; provided that, in each case, the US Borrower has determined in good faith that such Contractual Obligations would not materially hinder any Permitted Refinancing thereof Borrower’s ability to meet its obligations under this Agreement; or (xiiib) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited requires the grant of a Lien to secure an obligation of such cash or depositPerson if a Lien is granted to secure another obligation of such Person.

Burdensome Agreements. Enter Holdings and the Borrower, will not, nor shall they permit any of their Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation agreement (other than this Agreement or any other Financing AgreementCredit Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments pay Dividends to Holdings, the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Credit Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsCredit Documents; provided provided, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations agreements which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.910.12) are listed on Schedule 10.9 10.12 hereto and (y) to the extent Contractual Obligations any such agreements permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationagreement, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent represents Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Credit Party and which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary10.1, (iv) arise in connection pursuant to agreements entered into with respect to any Disposition sale, transfer, lease or other disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition10.4, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 10.5 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 10.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or Capital Stock or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the Capital Stock or assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 10.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositimposed by law.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document, the Senior Notes Documentation or customary terms in any documentation providing for any Permitted Refinancing thereof) that that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (bii) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrower, and (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for or (b) requires the benefit grant of the Lenders with respect a Lien to the Facilities and the Obligations or under the Financing Agreementssecure an obligation of such Person if a Lien is granted to secure another obligation of such Person ; provided provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xA) which exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.9) are listed as set forth on Schedule 10.9 hereto and 7.09 or (yB) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary exist at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause , (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is in connection with any Lien permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with 7.01 or any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (viii) which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.03 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viiv) which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.02 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (viiv) which are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivi) which comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 7.02 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(h) only, to the Restricted Subsidiaries Loan Parties incurring or guaranteeing such Indebtedness, (ixvii) which are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (xviii) which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiix) which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xiix) which are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositSection 7.03.

Burdensome Agreements. Enter into or permit any Material Restricted Subsidiary to exist enter into any Contractual Obligation (other than this Agreement the Loan Documents, the ABL Loan Documents or any other Financing Agreementthe Impax Convertible Notes) that limits the ability of by its terms restricts (aI) with respect to any such Material Restricted Subsidiary of a Borrower that is not a Guarantor to make Guarantor, Restricted Payments from such Material Restricted Subsidiary to the Borrower or any other Loan Party Party, as applicable, that is a direct or indirect parent of such Restricted Subsidiary or (bII) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and Borrower or any such Material Restricted Subsidiary that is a Loan Party, the Obligations or under granting of Liens by such Material Restricted Subsidiary pursuant to the Financing AgreementsSecurity Documents; provided that the foregoing clauses (aI) and (bII) shall will not apply to any Contractual Obligations which that: (i1) (xa) exist on the Escrow Release Closing Date and (are, to the extent not otherwise permitted by this Section 10.9) are such Contractual Obligation relates to any security with a value exceeding $25.0 million, listed on Schedule 10.9 hereto 6.10 and (yb) to the extent Contractual Obligations permitted by clause (xa) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing Refinancing of such Indebtedness so long as (to the extent not otherwise permitted by this Section 6.10) such modification, replacement, renewal, extension or refinancing Refinancing does not materially expand the scope of such Contractual Obligation, Obligation with respect to restrictions described in the preceding clauses (iiI) or (II); (2) are (a) binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of or (b) acquired in connection with a BorrowerPermitted Investment, so long as as, in each case, such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to or such Permitted Investment, in each case as such Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 10.14, 6.10 contained therein; (iii3) represent Indebtedness of a Restricted Subsidiary of a Borrower which that is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, Party; (iv4) are customary restrictions and conditions that arise in connection with (a) any Disposition Lien (other than Liens on Collateral) permitted by Section 10.4 or 10.5 6.02, and relate to the property permitted to be subject to such Lien; or (b) any Disposition pending consummation of such Disposition and solely with respect to the assets or Person (including Equity Interests) subject to such Disposition, ; (v5) are customary provisions in joint venture agreements and other or similar agreements relating to the applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, ; (vi6) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.01, but solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof; (vii7) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viii) 8) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to under Section 10.3(c), (f) or (t) and 6.01 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix9) are (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest or (b) customary net worth provisions contained in Real Property leases entered into by Restricted Subsidiaries, so long as a Responsible Officer of a the Borrower or any has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the other Restricted Subsidiary, Subsidiaries to meet their ongoing obligations; (x10) are customary provisions restricting assignment of any agreement Contractual Obligation entered into in the ordinary course of business, ; (xi11) are customary provisions contained in leases or licenses of Intellectual Property Rights and other similar agreements entered into in the ordinary course of business; (12) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii13) arise in connection with cash or other deposits permitted under Section 6.02; (14) comprise restrictions in any Indebtedness permitted pursuant to Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for agreements governing Indebtedness of such type or otherwise reasonably acceptable to the Administrative Agent, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (15) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having or purporting to have jurisdiction over the Borrower or any Restricted Subsidiary; (16) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Sections 10.1 6.01(4) and 10.2 (11)(a), and limited any Permitted Refinancing Indebtedness in respect of the foregoing; (17) consist of any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above, so long as such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such cash Lien, dividend and other payment restrictions, taken as a whole, than those contained in the Lien, dividend or depositother payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (18) are encumbrances or restrictions applicable to a Receivables Subsidiary in connection with a Qualified Receivables Financing that, in the good faith determination of the Borrower, are necessary or advisable to effect such Qualified Receivables Financing.

Burdensome Agreements. Enter The Lead Borrower shall not, nor shall the Lead Borrower permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Lead Borrower that is not a Guarantor to make Restricted Payments to the Lead Borrower or any Loan Party of its Restricted Subsidiaries or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which: (ia) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, Obligations; (iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Lead Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Lead Borrower; provided further that this clause ; (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iiic) represent Indebtedness of a Restricted Subsidiary of a the Lead Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.03; (ivd) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, ; (ve) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under Section 10.2 7.06 and applicable solely to such joint venture, ; (vif) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, ; (viig) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, ; (viiih) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (tg) and (in each case to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Lead Borrower or any Restricted Subsidiary, Subsidiaries; (xj) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ; (xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ; (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiil) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 the definition of Permitted Investments and limited to such cash or deposit; (m) comprise restrictions imposed by any agreement evidencing any Indebtedness permitted under Section 7.03 to the extent that such restrictions (taken as a whole) are, in the good faith judgment of the Lead Borrower, no more onerous to Lead Borrower and its Restricted Subsidiaries than customary market terms for Indebtedness of such type and in any event are no more onerous to Lead Borrower and its Restricted Subsidiaries than those restrictions contained in this Agreement and the other Loan Documents; and (n) any amendments, modifications, restatements or renewals of the agreements, contracts or instruments referred to in clause (a) through (m) above, provided that such amendments, modifications, restatements or renewals, taken as a whole, are not materially more restrictive with respect to such encumbrances or restrictions than those contained in such predecessor agreements, contracts or instruments.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 so long as the limitations described in clauses (a) and (b) apply solely to such Restricted Subsidiary and its Subsidiaries and the extent applying only to direct parent of such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and 7.05 so long as such restrictions relate solely to the assets or Person subject to such Dispositionthereto, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. Clause (b) of this Section 7.09 shall not apply to restrictions or conditions imposed by any agreement relating to the Receivables Facilities permitted by this Agreement if such restrictions or conditions apply only to the assets that are the subject of the applicable Receivables Facility, and neither clauses (xiia) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiib) arise of this Section 7.09 shall apply to restrictions or conditions imposed on any Receivables Management Subsidiary in connection with cash any Receivables Management Financing or other deposits permitted under Sections 10.1 and 10.2 and limited to any service agreement (or similar arrangement) required by or entered into in connection with such cash Receivables Management Financing or depositany credit support provided by it in favor of any financier of such Receivables Management Financing.