Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) in the case of the Borrower or any Wholly Owned Domestic Subsidiary, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in the ordinary course of business, (6) restrictions and conditions contained customary provisions in the documents, joint venture agreements and instruments governing Senior Unsecured Indebtednessother similar agreements applicable to joint ventures permitted under Section 8.02 and applicable solely to the assets of such joint ventures, or so long as such provisions and restrictions remain in effect, and (7) restrictions and conditions contained or encumbrances in documentsany agreement in effect at the time such Person becomes a Subsidiary, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant so long as such agreement was not entered into in contemplation of any security for any obligation if such property is given as security for the ObligationsPerson becoming a Subsidiary.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iiiii) pay any Indebtedness or other obligation owed to any Loan Party, (iiiiv) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, or (v) pledge its property pursuant create any Lien to secure the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of Obligations upon any of their properties or assets, whether now owned or hereafter acquired, except, in the matters referred to in clauses case of clause (i)-(va)(v) above) only, for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.02(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (3b) requires the grant of any Permitted Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations; provided, however, the foregoing shall not apply to (A) restrictions and conditions imposed by law, (B) restrictions and conditions existing on the date hereof identified on Schedule 7.09 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) Indebtedness of a Subsidiary that is an Excluded Subsidiary or restrictions and conditions contained in agreements or instruments evidencing any Indebtedness of an Excluded Subsidiary permitted to be incurred under Section 7.02, provided that the income and results of operations of such Excluded Subsidiary shall be excluded from the calculation of the covenants set forth in Section 7.11, (D) any document or instrument governing any Permitted LienLiens permitted pursuant to Sections 7.01(j), 7.01(l), 7.01(m), 7.01(q), 7.01(r) and, as long as the fair market value of assets subject to such permitted Liens does not exceed the amount of Indebtedness secured, 7.01(u), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lienpermitted Liens, and (4E) customary restrictions that arise solely in connection with any disposition permitted by Section 7.05 and conditions on assignments contained relate solely to the assets or Person subject to such disposition. Notwithstanding anything in agreements entered into Section 7.09 to the contrary, nothing herein shall restrict the licensing or sublicensing by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsbusiness.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (63) restrictions any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Company, (4) any instrument governing Indebtedness assumed in connection with any Permitted 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 properties or assets of the Person so acquired and conditions contained (5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the documents, agreements ordinary course of business relating to the assets and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing Equity Interests of such joint venture arrangements and similar Investmentsventure, or (b) requires the grant of any security for any obligation if such property is given as security for the Secured Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary 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 and (8) customary restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, any agreement entered into in connection with any Indebtedness permitted under Section 7.03(h) or (7i) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires obligations of the grant types contemplated by the proviso of any security for any obligation if such property is given as security for the Obligationsdefinition of Funded Indebtedness.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party (including by way of a Division) on its Capital Stock or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documents, agreements and instruments any document or instrument governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsIndebtedness incurred pursuant to Section 8.1(k).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documentsfor periods prior to the Existing Senior Note Redemption, agreements and instruments governing joint venture arrangements and similar Investments, the Existing Senior Note Indentures or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) that, by its terms, encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, or (v) pledge perform its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act obligations as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(f), (4) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, sale or (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationslimitations imposed by applicable law.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation binding on the Borrower or any Subsidiary that (a) encumbers or restricts the ability of any (i) such Person to (i) make Restricted Payments to the Borrower or any Loan PartySubsidiary, (ii) such Person to pay any Indebtedness or other obligation owed to the Borrower or any Loan PartySubsidiary, (iii) such Person to make loans or advances to the Borrower or any Loan PartySubsidiary, (iv) such Person to transfer any of its property to the Borrower or any Loan PartySubsidiary, (v) the Borrower to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or thereof, (vi) any Portfolio Company to pledge its property pursuant to the Intercompany Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof, (vii) the Borrower act as a Loan Party the Borrower pursuant to to, and perform its obligations under, the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (viii) any Portfolio Company to act as the borrower pursuant to, and perform its obligations under, the Intercompany Debt Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) and (vi) above) for (1) this Agreement and the other Loan Documents, (2) restrictions provided for under Qualified Intercompany Debt Documents and documentation applicable to Outside Companies governing Outside Debt, (3) any document or instrument governing capital leases and purchase money Indebtedness incurred pursuant to Section 8.03(e7.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (34) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such salesale and that apply only to the property to be sold, or (6) restrictions customary provisions in leases and conditions contained in other contracts restricting the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investmentsassignment thereof, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) except in respect of any Subsidiary which is not a Guarantor, (A) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) the Senior Note Documents, (3) the Junior Note Documents, (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or (n), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any document or instrument governing Indebtedness incurred pursuant to subsection (g), (h), (k), (l), (m) or (o) of Section 8.03, (6) any document or instrument governing Indebtedness incurred to renew, refinance, replace or extend any Indebtedness governed by any document or instrument otherwise permitted to contain any such Contractual Obligation pursuant to this Section 8.09, (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, ; or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 8) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.;

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyBorrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Borrower or any other Credit Party, (iii) make loans or advances to any Loan Borrower or any other Credit Party, (iv) sell, lease or transfer any of its property to any Loan Borrower or any other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.9 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Borrower or Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.9 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.. Section 8.6

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) restrictions and conditions customary provisions restricting assignment contained in the documentsleases, subleases, licenses and other agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in documentsexistence 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), agreements and instruments governing joint venture arrangements and similar Investmentswhich encumbrance or restriction is not applicable to any Person, or (b) requires the grant properties or assets of any security for any obligation if such Person, other than the Person and its Subsidiaries, or the property is given as security for or assets of the ObligationsPerson and its Subsidiaries, so acquired.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of prohibits any such Person to from (i) make making Restricted Payments to any Loan Party, (ii) pay repaying any Indebtedness or other obligation owed to any Loan Party, (iii) make making loans or advances to any Loan Party, (iv) transfer transferring any of its property to any Loan Party, (v) pledge pledging its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act acting as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) restrictions or conditions existing on the date hereof and identified on Schedule 8.09, (3) 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, (34) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, or (6) restrictions customary provisions in leases and conditions contained in other contracts restricting the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investmentsassignment thereof, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyCredit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Credit Party, (iiic) make loans or advances to any Loan Credit Party, (ivd) sell, lease or transfer any of its property Property to any Loan Credit Party, (ve) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness (A) permitted pursuant to Section 9.3(b), (B) incurred pursuant to Section 8.03(e9.3(c) or (h), provided that any such restriction contained therein relates only to the asset Property financed thereby, or assets constructed (C) incurred pursuant to Section 9.3(j) or acquired in connection therewith(m) provided that any such restriction therein does not relate to the Collateral, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 9.5 pending the consummation of such sale, (6v) non-assignability provisions in contracts entered into in the ordinary course of business, (vi) restrictions and conditions on transfer of the Capital Stock of Subsidiaries that prohibit transfers in contravention of applicable securities laws, (vii) restrictions on the pledge of interests in any joint venture contained in the documentsapplicable joint venture agreement, agreements (viii) the Convertible Note Documents and instruments governing Senior Unsecured Indebtedness(ix) restrictions of the type described in clauses (a), (b), (c) and (d) of this Section 9.9 applicable only to the Borrower or Subsidiaries that are Credit Parties. Notwithstanding anything to the contrary in this Section 9.9, any Contractual Obligation that (i) contains financial covenants that are no more burdensome than the financial covenants set forth herein or (7ii) restrictions includes a requirement that such Contractual Obligation be equally and conditions contained ratably guarantied by any Guarantor under this Agreement, shall be deemed not to violate the requirements of this Section 9.9 by virtue of the provisions described in documents, agreements and instruments governing joint venture arrangements and similar Investments, the foregoing clauses (i) or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsii).

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (64) restrictions any document or instrument governing Subordinated Indebtedness and conditions (5) any document or instrument governing the Permitted Securitization Transaction, provided that any such restriction contained in therein relates only to the documents, agreements Special Purpose Subsidiary and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsits Property.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of any such Person to (i) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Indebtedness or other obligation owed Subsidiary to any Loan PartyGuarantee the Obligations, (iii) of any Subsidiary to make or repay loans or advances to any a Loan Party, or (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents Parties to create, incur, assume or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant suffer to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (exist Liens on property of such Person in respect of any favor of the matters referred to in clauses Agent provided, however, that (i)-(vy) aboveclause (a)(i) for and clause (a)(iv) shall not prohibit (1) this Agreement and any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clause (d) of the other Loan Documentsdefinition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (2) customary provisions restricting subletting or assignment of any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to lease entered into in the asset or assets constructed or acquired in connection therewithOrdinary Course of Business, (3) customary provisions restricting assignment of any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to licensing entered into in the asset or assets subject to such Permitted LienOrdinary Course of Business, (4) customary encumbrances or restrictions and conditions on assignments contained in deposits imposed by customers under agreements entered into in the ordinary course Ordinary Course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsBusiness, (5) customary restrictions provisions in joint venture agreements and conditions contained in other similar agreements applicable to joint ventures permitted hereunder (other than any agreement relating Loan Party) and applicable solely to the sale of any property permitted under Section 8.05 pending the consummation of such salejoint venture, (6) restrictions and conditions contained in on the documentstransfer of any asset pending the close of the sale of such asset so long as such restriction applies only to such assets to be sold, agreements and instruments governing Senior Unsecured Indebtedness, or (7) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to any Loan Party or any Subsidiary of any Loan Party, or the property of any such Person, other than the property acquired in such Permitted Acquisition, (8) restrictions and conditions set forth in the 2023 Notes Documents as in effect on the Third Amendment Effective Date, (9) restrictions imposed by any agreement relating to Indebtedness permitted by this Agreement to be incurred after the Third Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the restrictions contained in documentsthis Agreement, agreements taken as a whole, (10) customary provisions restricting assignment of any governmental contract entered into in the Ordinary Course of Business, and instruments governing joint venture arrangements (z) clause (a) shall not prohibit restrictions incurred or provided in favor of any holder of Indebtedness permitted under clause (r) of the definition of “Permitted Indebtedness”, solely to the extent any such restrictions relate to the applicable Available Amount Acquisition Target and similar Investments, its Subsidiaries acquired in an Acquisition utilizing the Available Amount and or (b) requires the grant of any security for any a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such property is given Person, other than as security for set forth in the Obligations2023 Notes Documents as in effect on the Third Amendment Effective Date.”

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3C) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5D) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, and (6E) customary restrictions and conditions on assignment contained in leases, licenses and other contracts entered into in the documents, agreements ordinary course of business with third parties and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security not for the Obligationspurpose of circumventing any provision of this Agreement.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of the Borrower or any such Person Subsidiary to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) 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, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (6v) restrictions the Contractual Obligations set forth on Schedule 8.09, and conditions contained in the documents, agreements and instruments (vi) any document or instrument governing Senior Unsecured Subordinated Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that to which the Borrower or any of its Subsidiaries is a party that: (a) encumbers or restricts the ability of any such Person the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiary) to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) in the case of the Borrower and its Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for for: (1A) this Agreement and the other Loan Documents, ; (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e); provided, provided that that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b), Section 8.03(c) (3to the extent arising from subordination provisions in favor of the Administrative Agent), Section 8.03(f), Section 8.03(g), Section 8.03(h) or Section 8.03(k); (D) any Permitted Lien or any document or instrument governing any Permitted Lien; provided, provided that that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, ; (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5E) customary restrictions and conditions contained in any agreement relating to the sale of any Subsidiary or property permitted under Section 8.05 pending the consummation of such sale; (F) waivers of rights of subrogation and subordination of intercompany obligations in connection with any credit support provided to a Subsidiary pursuant to any Indebtedness permitted to be incurred pursuant to Section 8.03; (G) customary restrictions on transfer in licenses, sublicenses, leases and subleases restricting the assignment or transfer thereof or restricting the grating of Liens thereon; (6H) restrictions any agreement or restriction or condition in effect at the time any Person becomes a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary and conditions applies only to such Subsidiary) and in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein; (I) the foregoing shall not apply to customary provisions in the documents, joint venture agreements and instruments governing Senior Unsecured Indebtedness, other similar agreements applicable to joint ventures or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, non-wholly owned Subsidiaries; or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, other than Permitted Liens or Excluded Property.

Burdensome Agreements. Enter intoPermit any Consolidated Party to directly or indirectly, create or permit otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that (a) encumbers encumbrance or restricts restriction on the ability of any such Person to (ia) pay dividends or make Restricted Payments any other distributions to the Company on its Capital Stock or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Partya Borrower, (iiic) make loans or advances to any Loan Partya Borrower, (ivd) sell, lease or transfer any of its property Property to any Loan Partya Borrower, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vie) act as a Loan Party and pledge its assets pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for such encumbrances or restrictions existing under or by reason of (1i) this Agreement and the other Loan Documents, (2ii) the Senior Unsecured Note Indenture and the Senior Unsecured Notes in each case as in effect as of the Closing Date, (iii) applicable Law, (iv) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3v) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyBorrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Borrower or any other Credit Party, (iii) make loans or advances to any Loan Borrower or any other Credit Party, (iv) sell, lease or transfer any of its property to any Loan Borrower or any other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Borrower or a Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(d), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (5) Contractual Obligations that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (6) restrictions and conditions contained in the documents, agreements and instruments Contractual Obligations that are customary provisions restricting subletting or assignment of any lease governing Senior Unsecured Indebtednessa leasehold interest of a Borrower or any Credit Party, or (7) restrictions and conditions contained Contractual Obligations that exist under or by reason of any Contractual Obligation of a Person acquired by a Borrower or any Credit Party in documentsa Permitted Acquisition which was in existence at the time of such Permitted Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Permitted Acquisition), agreements and instruments governing joint venture arrangements and similar Investmentswhich encumbrance or restriction is not applicable to any Person, or (b) requires the grant properties or assets of any security for any obligation if such Person, other than the Person and its Subsidiaries, or the property is given or assets of the Person and its Subsidiaries, as security for the Obligationsacquired.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and Agreement, the other Loan DocumentsDocuments and the Ventas Purchase Option Amendment (only as it applies to Tenant Subsidiaries), (2) the ABL Credit Agreement, the Loan Documents (as defined in the ABL Credit Agreement) and the Ventas Purchase Option Amendment (as defined in the ABL Credit Agreement) (only as it applies to Tenant Subsidiaries), (3) the Subordinated Indebtedness Documents, the 2029 Notes Indenture (and/or any other Indebtedness incurred pursuant to Section 8.03(t)) and the ETMC JV Agreement (provided the terms of Section 8.16(b) are complied with), (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), (u) and (v); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (56) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (67) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (8) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (9) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (9), neither the Parent, the Borrower nor any other Loan Party has obligations in respect of such Indebtedness, or (10) pursuant to the Master Lease (and any guaranty thereof) and the Relative Rights Agreement. The foregoing shall not apply to customary restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsrelating to a Securitization Transaction.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, sale or (75) restrictions the MPT Documents (and conditions amendments thereto not prohibited by Section 8.16(a)), provided that any such restriction contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, therein relates only to the Borrower or any Subsidiary party to the MPT Documents or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter Except for Mt. Xxxxx Realty and CIS, and except with respect to any Joint Venture, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan PartyParty (except for Contractual Obligations involving leased Real Property or requirement that the foregoing be on arms-length terms), (v) pledge its property the Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (3) encumbrances and restrictions imposed by law, (4) customary encumbrances and restrictions and conditions on assignments contained pursuant to any agreement in agreements effect at the time any Person becomes a Subsidiary after the date hereof, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (5) encumbrances and restrictions arising in the ordinary course operation of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsthe Business, (56) customary restrictions and conditions contained in any agreement agreements relating to the sale or other disposition of any property permitted under Section 8.05 a Subsidiary pending the consummation of such salesale or other disposition, (6) provided that such restrictions and conditions contained in apply only to the documentsSubsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained imposed by customary provisions in documents, joint venture agreements and instruments governing other similar agreements that restrict the transfer of ownership interests in such joint venture arrangements and or similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsPerson.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)‑(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) 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, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) 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, (6v) restrictions any agreement governing Indebtedness incurred pursuant to Section 8.03(f), (g) or (r), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and conditions contained other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the documentsrestriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and conditions contained in documents, agreements and instruments governing applicable solely to such joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsEquity Interests therein.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that to which the Borrower or any of its Subsidiaries is a party that: (a) encumbers or restricts the ability of any such Person the Borrower or any of its Subsidiaries to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) in the case of the Borrower and its Domestic Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Domestic Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for for: (1A) this Agreement and the other Loan Documents, ; (2B) the Securitization Documents; (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e); provided, provided that that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (D) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b), Section 8.03(c) (3to the extent arising from subordination provisions in favor of the Administrative Agent), Section 8.03(f), Section 8.03(g), Section 8.03(h), Section 8.03(k), or Section 8.03(n); (E) any Permitted Lien or any document or instrument governing any Permitted Lien; provided, provided that that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, ; (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5F) 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, ; (6G) waivers of rights of subrogation and subordination of intercompany obligations in connection with any credit support provided to a Foreign Subsidiary pursuant to any Indebtedness permitted to be incurred pursuant to Section 8.03; (H) customary restrictions on transfer in license agreements restricting the assignment or transfer thereof; or (I) restrictions and conditions contained relating to the obligation to transfer or otherwise make available assets for the benefit of SYNNEX and its Subsidiaries in connection with the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, Spin-Off; or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed purchased, renovated or acquired improved in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in any NMTC Documents provided that any such restriction therein relates only to the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsrelated NMTC Property, (54) 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, (5) 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 entered into in the ordinary course of business, (6) customary restrictions and conditions contained in on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the documentsassets subject thereto, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, customary provisions restricting subletting or (b) requires the grant assignment of any security for lease governing a leasehold interest of the Borrower or any obligation if such property is given as security for Subsidiary, (8) customary provisions restricting assignment of any agreement entered into in the Obligationsordinary course of business, (9) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (10) are required by any applicable Law, including any rule or regulation of the DOE, any Accrediting Body or any state regulatory authority.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or Material Foreign Subsidiary to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (viv) pledge its property Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viv) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)8.03, provided that any (x) with respect to Indebtedness incurred pursuant to Section 8.03(e) such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and (y) with respect to Indebtedness incurred pursuant to any other clause of Section 8.03, any such restriction is limited to matters referred to in clauses (i), (ii) and (iii) above and does not materially adversely affect the ability of the Borrower to service its Indebtedness (including the Indebtedness arising under the Credit Agreement), (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (65) restrictions and conditions contained anti-assignment provisions in the documents, agreements and instruments governing Senior Unsecured Indebtednessgovernment contracts, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, (6) software and other intellectual property licenses pursuant to which the Borrower or such 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 subject of the applicable licenses), (7) any agreements relating to Foreign Subsidiary Indebtedness (in which case, any prohibition or limitation shall relate only to the assets of such Foreign Subsidiaries), (8) prohibitions and limitations in effect on the date hereof and listed on Schedule 8.09, (9) customary provisions contained in joint venture agreements and other similar agreements entered into in the ordinary course of business and applicable to Joint Ventures, (10) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (11) customary restrictions and conditions contained in any agreement relating to any Disposition of property not prohibited hereunder, (12) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (13) restrictions contained in any Contractual Obligations relating to the consummation of a transaction which restrictions are conditioned upon the repayment of the Obligations in full and the termination or expiration of the Commitments, and (14) 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.

Burdensome Agreements. Enter Except as set forth in the Organization Documents of SWY as of the Closing Date (with such amendments, modifications or changes thereto that are not adverse to the Lenders) and the SWY Credit Agreement, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(b) and (e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement or (6) encumbrances or restrictions and conditions contained that are customary provisions restricting the assignment of any agreement entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant ordinary course of any security for any obligation if such property is given as security for the Obligationsbusiness.

Burdensome Agreements. Enter Except for Mt. Xxxxx Realty and CIS, and except with respect to any Joint Venture, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations. The restrictions set forth in the foregoing sections (a)(i) – (a) (vi) and (b) shall not apply to the Contractual Obligations set forth under the Indenture and the Senior Notes or Indebtedness permitted under Section 8.03(o).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) 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, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) 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, (6v) restrictions any agreement governing Indebtedness incurred pursuant to Section 8.03(g), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and conditions contained other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the documentsrestriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and conditions contained in documents, agreements and instruments governing applicable solely to such joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsEquity Interests therein.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of the Borrower or any such Person Subsidiary (other than any Excluded Subsidiary) to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (6v) restrictions any document or instrument governing Subordinated Indebtedness and conditions contained (vi) in the documentscase of the matters referred to in clause (a) through (d) above, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant Contractual Obligations of any security for any obligation if Person that becomes a Subsidiary after the Closing Date, provided that such property is given as security for Contractual Obligations were in existence at the Obligationstime such Person became a Subsidiary and were not created in contemplation of or in connection with such Person becoming a Subsidiary.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, sale and (6v) restrictions and conditions contained in the documents, agreements and instruments any document or instrument governing Senior Unsecured Subordinated Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay cash dividends or make Restricted Payments any other cash distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Investment Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted not prohibited under Section 8.05 pending the consummation of such sale, (5) the Comerica Loan Documents and (6) restrictions and conditions contained customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant ordinary course of any security for any obligation if such property is given as security for the Obligationsbusiness.

Burdensome Agreements. Enter None of the Guarantors, the Borrower nor any of their Subsidiaries has entered into, or permit and permits to exist, any Contractual Obligation contractual obligation that (a) encumbers or restricts the ability of any such Person to (i) in the case of the Borrower, make Restricted Payments to any Loan Partyin 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, (iv) transfer any of its property to any Loan Party, Party or (v) encumbers or restricts the ability of any Loan Party to pledge its property pursuant to the Loan Documents (or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof), except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) non-exclusive licenses or sublicenses by any document Guarantor, the Borrower or instrument governing Indebtedness incurred pursuant to Section 8.03(e)its Subsidiaries of Intellectual Property in the ordinary course of business which do not interfere in any material respect with the business, provided that or adversely affect the value of the Intellectual Property, of any such restriction contained therein relates only to the asset Guarantor, Borrower or assets constructed or acquired in connection therewithany of its Subsidiaries, (3) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted hereunder, (4) customary provisions in leases and other contracts restricting the assignment thereof, (5) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained contractual obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant contemplation of any security for any obligation if such property is given as security for the ObligationsPerson becoming a Subsidiary.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)7.03(c) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, (6v) restrictions any document or instrument governing Subordinated Indebtedness and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, (vi) customary provisions restricting subletting or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant assignment of any security for lease governing a leasehold interest of any obligation if such property is given as security for the ObligationsLoan Party.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b) and Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, sale or (65) restrictions and conditions contained customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant ordinary course of any security for any obligation if such property is given as security for the Obligationsbusiness.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation Contract that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, 101 refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b), Section 8.03(e), provided that Section 8.03(h); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iii) 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, (6iv) restrictions and conditions contained in the documentsany Permitted Senior Revolving Credit Documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (bv) requires the grant of any security for any obligation if such property is given as security for the Obligations, (vi) prohibitions, restrictions and conditions existing on the Effective Date identified on Schedule 8.09 to the Disclosure Letter, (vii) customary provisions contained in leases, subleases, licenses and sublicenses and other contracts restricting the assignment, subletting or encumbrance thereof, customary net worth provisions or similar financial maintenance provisions contained therein and other customary provisions contained in leases, subleases, licenses and sublicenses and other contracts entered into in the ordinary course of business, (viii) prohibitions, restrictions and conditions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary and (ix) customary restrictions under any arrangement with any Governmental Authority imposed on any Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests.

Burdensome Agreements. Enter intoDirectly or indirectly, or permit to exist, enter into any Contractual Obligation that prohibits, in whole or in part, (a) encumbers any wholly-owned Subsidiary making Restricted Payments to the Borrower or restricts any other Credit Party, (b) any wholly-owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to the ability Borrower or any other Credit Party, (c) any wholly-owned Domestic Subsidiary of the Borrower (other than an Excluded Subsidiary) Guaranteeing any such Person Obligations or (d) any Credit Party creating, incurring, assuming or suffering to exist Liens on any (i) make Restricted Payments to any Loan PartyUnencumbered Property, (ii) pay the Equity Interests in any Indebtedness Direct Owner of any Unencumbered Property or other obligation owed to in any Loan Party, Indirect Owner of a Direct Owner thereof or (iii) make loans or advances the right to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of income from any of the matters referred foregoing to secure the Obligations, other than (x) any Loan Document, (y) pursuant to any Permitted Pari Passu Provision, and (z) as required by or pursuant to applicable Law; provided, that (i) clause (b) of this Section 7.11 shall not prohibit limitations or restrictions contained in clauses (i)-(vA) above) for (1) any agreement governing purchase money Liens or capital lease obligations otherwise permitted under this Agreement and (in which case, any prohibition or limitation shall only be effective against the other Loan Documentsassets financed thereby), (2B) rights of first refusal, rights of first offer, purchase options and similar rights that do not materially detract from the value of the property subject thereto, (C) leases, subleases, licenses and sublicenses, in each case so long as such restrictions relate to the assets subject thereto or (D) provisions restricting assignment of any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)agreement (including, provided that without limitation, any such restriction contained therein relates only to the asset provisions restricting assignments, subletting or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments other transfers contained in agreements leases, subleases, licenses, sublicenses or similar agreement) entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsbusiness; (ii) clauses (a), (5b) customary restrictions and conditions contained in (d) of this Section 7.11 shall not prohibit any agreement relating to the sale or any other Disposition of any property Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions apply only to the Subsidiary or the assets that are the subject of such sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (b) and (c) of this Section 7.11 shall not prohibit, limitations or restrictions provided in favor of any holder of Secured Debt that is owed to a non-Affiliate of the Borrower and that is permitted under Section 8.05 pending 7.03 (provided that any Negative Pledge thereunder shall only be effective against the consummation assets or property securing such Indebtedness or the Equity Interests in any owner of the assets or property securing such Indebtedness or in any indirect owner (other than the Borrower or any other Credit Party) of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsowner).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) - (iv) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.05, or otherwise arising in connection with a transaction that would constitute a Change of Control upon the consummation thereof, in each case, pending the consummation of such sale, (5) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (6) restrictions applicable to Indebtedness, assets or Equity Interests of a Person acquired by the Borrower or any Subsidiary as in effect at the time of acquisition, so long as such restrictions were not incurred in connection with, or in contemplation of, such acquisition, including amendments to such instruments and conditions refinancings of such Indebtedness, so long as the restrictions in such amendment or in the instrument governing such refinancing Indebtedness (A) are no less favorable in any material respect, when taken as a whole, to the Lenders than the restrictions contained in the documentsoriginal instrument (as reasonably determined by the Borrower in good faith) and (B) are not expanded to apply to any additional Loan Parties or Subsidiaries, (7) an agreement governing Indebtedness incurred pursuant to Section 8.03(f) or 8.03(g) if either (A) the Board of Directors of the Borrower, or a duly constituted committee thereof, in its reasonable and good faith judgment determines that (x) such encumbrances or restrictions will not affect the ability of the Borrower to make principal, interest or fee payments on the Obligations and any other Indebtedness that is an obligation of the Borrower and (y) such encumbrances or restrictions are not less favorable in any material respect to the Lenders than is customary in comparable financings or agreements or (B) such Indebtedness is incurred by a Subsidiary that is not a Loan Party; provided that (x) the aggregate amount of Indebtedness permitted under this clause (B) shall not exceed $25,000,000 in the aggregate and instruments governing Senior Unsecured Indebtedness(y) such encumbrances or restrictions shall apply only to those Subsidiaries obligated on such Indebtedness and the Subsidiaries of such Subsidiaries, or (7) 8) existing under, by reason of or with respect to Indebtedness or other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions and conditions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are no less favorable in any material respect, than those contained in documentsthe Indebtedness or such other agreements, agreements and instruments governing joint venture arrangements and similar Investmentsas the case may be, or (b) requires as in effect on the grant of any security for any obligation if such property is given as security for the ObligationsClosing Date.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided that the Loan Parties may enter into and permit to exist Contractual Obligations that contain customary "no assignment" provisions) or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (5) the Product Acquisition Documents (to the extent received and approved by the Administrative Agent and Required Lenders prior to the consummation of the Product Acquisition), (6) restrictions and conditions the Securities Purchase Agreement, Warrants and/or Warrant Shares, (7) the Proprius License Agreement; provided that any such restriction contained in the documentsProprius License Agreement relates only to the Equity Interests of Proprius, agreements Inc. owned by the Borrower and instruments governing Senior Unsecured Indebtedness, (8) customary provisions restricting assignment or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant transfer of any security license for intellectual property permitted hereunder or any obligation if such property is given as security for other agreement entered into in the Obligationsordinary course of business.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) if such Person is a Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) if such Person is a Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)8.03, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Loan Party or such Subsidiary, (6) customary restrictions and conditions contained on dispositions of real property interests found in the documentsreciprocal easement agreements of such Loan Party or such Subsidiary, agreements and instruments governing Senior Unsecured Indebtedness, or (7) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and conditions contained sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicenses or the property licensed or sublicensed thereunder, (8) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary (other than Syntel India) permitted pursuant to this Agreement and which encumbrances or restrictions are customary in documents, agreements of such type and instruments governing which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary’s Subsidiaries and (9) restrictions under joint venture arrangements and agreements or other similar Investmentsagreements entered into in the ordinary course of business in connection with joint ventures, or (b) requires the grant of any security for any obligation if provided such property is given as security for the Obligationsrestrictions only apply to such joint venture.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement, the other Loan Documents and the Ventas Purchase Option Amendment (only as it applies to Tenant Subsidiaries), (2) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and the Ventas Purchase Option Amendment (as defined in the Term Loan Credit Agreement (only as it applies to Tenant Subsidiaries), (3) the Subordinated Indebtedness Documents, the 2029 Notes Indenture (2and/or any other Indebtedness incurred pursuant to Section 8.03(t)) and the ETMC JV Agreement (provided the terms of Section 8.16(b) are complied with), (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), (u) and (v); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (56) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (67) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (8) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (9) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (9), neither the Parent, the Borrowers nor any other Loan Party has obligations in respect of such Indebtedness, or (10) pursuant to the Master Lease (and any guaranty thereof) and the Relative Rights Agreement. The foregoing shall not apply to customary restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsrelating to a Securitization Transaction.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided that the Loan Parties may enter into and permit to exist Contractual Obligations that contain customary “no assignment” provisions) or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (5) the Lotronex® Acquisition Documents, (6) restrictions and conditions contained in the documentsProleukin® Transaction Documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, customary provisions restricting assignment or (b) requires the grant transfer of any security license for intellectual property or in any obligation if other agreement entered into not otherwise in violation of this Agreement and (8) exclusivity provisions with respect to licenses granted by any Loan Party or similar rights restricting the ability of the Loan Parties to use, transfer, assign or license the rights subject to such property is given as security for the Obligationslicense.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) in the case of any Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof thereof, or (vi) in the case of any Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (b) prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) required under the Loan Documents for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (in respect of any of the matters referred to in clauses (i)-(va)(i)-(v) and (b) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.assets

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary 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 and (8) customary restrictions and conditions contained in any agreement entered into in connection with any Indebtedness permitted under Section 7.03(e) or obligations of the documents, agreements and instruments governing Senior Unsecured types contemplated by the proviso of the definition of Funded Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) the Convertible Notes Documents, (3) 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, (34) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 not prohibited hereunder pending the consummation of such sale, (6) restrictions and conditions contained in the documentsany Subordinated Indebtedness Documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions any agreement in effect 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 and conditions contained (8) customary provisions in documentsleases, agreements licenses, sub-leases and instruments governing joint venture arrangements sub-licenses and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsother contracts restricting assignment thereof.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) except in respect of any Subsidiary which is not a Guarantor, (A) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) the Senior Note Documents, (3) the 2010 Junior Note Documents, (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or (m), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any document or instrument governing Indebtedness incurred pursuant to subsection (f), (g), (h), (k), (l) or (n) of Section 8.03, (6) any document or instrument governing Indebtedness incurred to renew, refinance, replace or extend any Indebtedness governed by any document or instrument otherwise permitted to contain any such Contractual Obligation pursuant to this Section 8.09, (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) customary provisions restricting assignments, subletting or other transfers (4including the granting of any Liens) customary restrictions and conditions on assignments contained in agreements leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property, in each case entered into in the ordinary course of business after using commercially reasonable efforts business; provided that such provisions apply only to eliminate such prohibition on assignmentslease, sub-lease, license, sub-license or other agreement and the assets subject thereto and shall not apply to any other assets of the Borrower or any other Loan Party, (59) customary provisions in joint venture agreements or arrangements, including restrictions on sales, pledges and transfers of joint venture interests and assets, the payment of dividends and the incurrence of Indebtedness, and (10) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.;

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan PartyParty (except for Contractual Obligations involving leased Real Property or requirement that the foregoing be on arms-length terms), (v) pledge its property the Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (3) encumbrances and restrictions imposed by law, (4) customary encumbrances and restrictions and conditions on assignments contained pursuant to any agreement in agreements effect at the time any Person becomes a Subsidiary after the date hereof, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (5) encumbrances and restrictions arising in the ordinary course operation of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsthe Business, (56) customary restrictions and conditions contained in any agreement agreements relating to the sale or other disposition of any property permitted under Section 8.05 a Subsidiary pending the consummation of such salesale or other disposition, (6) provided that such restrictions and conditions contained in apply only to the documentsSubsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained imposed by customary provisions in documents, joint venture agreements and instruments governing other similar agreements that restrict the transfer of ownership interests in such joint venture arrangements or similar Person, and similar Investments, or (b) requires 8) the grant of any security for any obligation if such property is given as security for the ObligationsResidual Financing Facility.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness Debt or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party the Borrower pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness Debt incurred pursuant to Section 8.03(eSections 9.1(e) or 9.1(h), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 9.13 pending the consummation of such sale, sale or (65) restrictions and conditions customary provisions contained in the documentsleases, agreements and instruments governing Senior Unsecured Indebtednesslicenses, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements agreements, organizational documents and similar Investments, or (b) requires agreements entered into in the grant ordinary course of any security for any obligation if such property is given as security for the Obligationsbusiness in a manner substantially consistent with past practices.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation (except for the Loan Documents) that (a) encumbers or restricts the ability of any such Person Restricted Subsidiary (other than a Loan Party) to (i) make Restricted Payments to any Loan PartyParty (it being understood that 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), (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan PartyParty (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iviii) transfer any of its property to any Loan Party, except for (vA) pledge its property pursuant to the Loan Documents or agreements governing other Indebtedness permitted under Section 7.03 and any amendments, restatements, modifications, renewals, refinancingssupplements, exchangesrefundings, refundings replacements or extension thereof or (vi) act as a Loan Party pursuant to refinancings of those agreements; provided that in the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any good faith judgment of the matters referred Borrower, such encumbrances and restrictions will not materially affect the Borrower’s ability to repay the Obligations in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documentsaccordance with their terms, (2B) restrictions imposed by applicable Law, (C) any document or instrument governing Indebtedness or Equity Interests 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 Equity Interests was incurred pursuant to Section 8.03(ein connection with or in contemplation of such acquisition), provided that which encumbrance or restriction is not applicable to any such restriction contained therein relates only to Person, or the asset properties or assets constructed 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, (D) customary non-assignment provisions in leases, subleases, licenses and other contracts entered into in the ordinary course of business, (E) purchase money obligations for property acquired in connection therewiththe ordinary course of business and capital leases that impose restrictions on the property purchased or leased of the nature described in clause (iii) above, (3F) any agreement for the sale or other disposition of all or a portion of the Equity Interests or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (G) Permitted Lien or any document or instrument governing any Permitted Lien, provided Liens that any such restriction contained therein relates only limit the right of the debtor to dispose of the asset or assets subject to such Permitted LienLiens, (4H) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements and (I) restrictions and conditions on assignments contained in agreements cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business after using commercially reasonable efforts or imposed pursuant to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property other escrow or deposit arrangements permitted under Section 8.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsthis Agreement.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any 77 Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary 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 and (8) customary restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, any agreement entered into in connection with any Indebtedness permitted under Section 7.03(h) or (7i) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires obligations of the grant types contemplated by the proviso of any security for any obligation if such property is given as security for the Obligationsdefinition of Funded Indebtedness.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Collateral to any Loan Party, (v) pledge grant any Lien on any of its property Collateral to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1A) this Agreement and the other Loan Documents, (2) 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, (3B) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5C) customary restrictions and conditions contained in any agreement relating to the sale of any property Collateral permitted under Section 8.05 7.05 pending the consummation of such sale, and (6D) customary restrictions and conditions on assignment contained in leases, licenses and other contracts entered into in the documents, agreements ordinary course of business with third parties and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security not for the Obligations.purpose of circumventing any provision of this Agreement; or

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary 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 and (8) customary restrictions and conditions contained in the documentsany agreement entered into in connection with any Indebtedness permitted under Section 7.03(e), agreements and instruments governing Senior Unsecured Indebtedness(i), (j) or (7k) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires obligations of the grant types contemplated by the proviso of any security for any obligation if such property is given as security for the Obligationsdefinition of Funded Indebtedness.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter Except as set forth in the Organizational Documents of the Borrower as of the Closing Date (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders), enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(b), (d) and (e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (6) encumbrances or restrictions and conditions contained that are customary provisions restricting the assignment of any agreement entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, ordinary course of business or (7) restrictions under the Reimbursement Agreements and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsrevenue bonds associated therewith.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Capital Stock or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documents, agreements and instruments any document or instrument governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsIndebtedness incurred pursuant to Section 8.1(k).”

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (65) restrictions and conditions contained any such agreement assumed or created after the date hereof which (A) is assumed by the Borrower or any of its Subsidiaries in the documentsconnection with any Permitted Acquisition, agreements and instruments (B) is an agreement governing Senior Unsecured IndebtednessIndebtedness permitted by Section 8.03(b), (h), (i), (j), (k) or (l), or (7C) restrictions is a customary provision in leases, subleases, licenses, contracts for management or development of real property and conditions contained other contracts restricting the same; provided that, any such prohibition or limitation referred to above in documentsthis clause (5) created after the date hereof shall only be effective against the assets or Person acquired in such Permitted Acquisition, agreements and instruments governing joint venture arrangements and similar Investmentsfinanced by or party to such Indebtedness or that is the subject of or party to such other leases, subleases, license or contracts, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyObligor on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan PartyObligor, (iii) make loans or advances to any Loan PartyObligor, (iv) sell, lease or transfer any of its property Property to any Loan Party, Obligor or (v) except in respect of any Consolidated Party which is not an Obligor, (A) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party an Obligor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any PP&E Loan Document as in effect on the Closing Date, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e10.2.3(e), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewith, (34) 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, (45) restrictions or conditions imposed by leases or licenses otherwise permitted hereunder, if such restrictions or conditions apply only to the leased or licensed property, or to customary restrictions provisions in leases, licenses and conditions on assignments other contracts otherwise permitted hereunder restricting the assignment thereof; provided that any such restriction contained in agreements entered into in therein relates only to the ordinary course of business after using commercially reasonable efforts asset or assets subject to eliminate such prohibition on assignmentsPermitted Lien, (56) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 10.2.5 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, credit agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property other financial accommodations executed by Foreign Subsidiaries which Indebtedness is given as security for the Obligationsotherwise permitted hereunder.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Note Party, (ii) pay any Indebtedness or other obligation obligations owed to any Loan Note Party, (iii) make loans or advances to any Loan Note Party, (iv) transfer any of its property to any Loan Note Party, (v) pledge its property pursuant to the Loan Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof thereof, or (vi) act as a Loan Note Party pursuant to the Loan Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (vi) above) for (1) this Agreement and the other Loan Note Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any agreement entered into in the ordinary course of business, (6) restrictions and conditions contained customary provisions in the documents, joint venture agreements and instruments governing Senior Unsecured Indebtednessother similar agreements applicable to, or and agreements evidencing Indebtedness of, Joint Ventures permitted under Section 8.02 and applicable solely to the assets of such Joint Venture and the Equity Interests in such Joint Venture, so long as such provisions and restrictions remain in effect, (7) restrictions or encumbrances in any agreement in effect at the time any Person becomes a Subsidiary that is not a Wholly-Owned Subsidiary, so long as (x) such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (y) such restrictions or encumbrances do not extend beyond such Subsidiary or its assets, and conditions contained (z) such restrictions or encumbrances only exist for so long as such Subsidiary is not required to become a Note Party pursuant to the terms hereof, (8) restrictions or encumbrances of the type described in documents, agreements and instruments governing joint venture arrangements and similar Investmentsclause (iv) above in any agreement evidencing Permitted Convertible Bond Indebtedness that restricts the merger or consolidation of, or the sale of all or substantially all of the assets of, Parent, and (b9) requires the grant of any security for any obligation if such property is given as security for Permitted Revolving Credit Documents entered into in connection with a Revolving Credit Agreement permitted under Section 8.03(r), including the ObligationsIntercreditor Agreement entered into by the Collateral Agent in connection therewith.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) in the case of any Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof thereof, or (vi) in the case of any Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (b) prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) required under the Loan Documents for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (in respect of any of the matters referred to in clauses (i)-(va)(i)-(v) and (b) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) Contractual Obligations of Foreign Subsidiaries related to Indebtedness permitted pursuant to Section 8.03 so long as such restrictions and encumbrances apply only to Foreign Subsidiaries, (6) Contractual Obligations existing on the date hereof or that are set forth in any agreement evidencing any amendment, renewal, extension or refinancing of any such Contractual Obligation so long as the encumbrances and restrictions and conditions contained governed by this Section 8.09 that are provided by the terms of such agreement, as so amended, renewed, extended or refinanced, are not materially more restrictive, taken as a whole, than those terms included in the documentssuch agreement immediately prior to giving effect to such amendment, agreements and instruments governing Senior Unsecured Indebtednessrenewal, extension or refinancing, (7) Contractual Obligations of the Borrower and Domestic Subsidiaries evidencing or related to Indebtedness permitted by Section 8.03(k) so long as the encumbrances and restrictions governed by this Section 8.09 that are provided by the terms of such Contractual Obligations are not materially more restrictive, taken as a whole, than the terms included in the indenture governing the Borrower’s 4.875% senior notes due 2024, (8) Contractual Obligations evidencing or related to Indebtedness permitted by Section 8.03(j) so long as the encumbrances and conditions contained restrictions only apply to the Subsidiary or assets acquired, (9) customary provisions restricting subletting or assignment of any lease governing a leasehold, (10) customary provisions in documents, joint venture agreements and instruments governing other similar agreements applicable to joint venture arrangements ventures not prohibited hereby, in each case applicable solely to such joint venture, and similar Investments, (11) Contractual Obligations incurred by a Person prior to the date on which such Person became a Subsidiary or was merged or consolidated with the Borrower or a Subsidiary (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsand not in contemplation thereof).

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) the Subordinated Indebtedness Documents, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtednessthe Foreign Subsidiary Debt, or provided that any such restriction contained therein relates only to the Foreign Subsidiaries liable for such Foreign Subsidiary Debt, (7) restrictions the Bright Indian Loan Facility Documents provided that any such restriction contained therein relates only to Bright India and conditions contained in documentsits Subsidiaries and (8) any document or instrument governing any Permitted Securitization Transaction or 115 Permitted Factoring Transaction, agreements and instruments governing joint venture arrangements and similar Investmentsprovided that any such restriction relates only to the applicable accounts receivable actually sold, conveyed or otherwise contributed pursuant to such Permitted Securitization Transaction or such Permitted Factoring Transaction, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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 salesale or (5) customary provisions regarding confidentiality or restricting assignments, (6) restrictions and conditions contained pledges or transfers of any agreement entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investmentsordinary course of business, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer 119 any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (5) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any Restricted Subsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition or Investment, (6) restrictions and conditions customary provisions restricting assignments, subletting, pledges or other transfers contained in the documentsleases, licenses, joint venture agreements, agreements with respect to Assets Under Development and instruments governing Senior Unsecured Indebtednesssimilar agreements entered into in the ordinary course of business, or (7) customary contractual restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, a lease relating to the granting of a Lien on the applicable leasehold interest or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsleased property.

Burdensome Agreements. Enter (a) Not, and not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay repay any Indebtedness loans or other obligation advances owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness Debt incurred pursuant to Section 8.03(e7.07(b), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and proceeds thereof, (3) 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, (4) customary the Note Purchase Agreements, (5) restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsimposed by Law, (56) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 8.05 7.09 pending the consummation of such salesale or other disposition, and/or (7) Contractual Obligations which (A) (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.18) are listed on Schedule 7.18 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Debt, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Debt so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (6ii) restrictions are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary, (B) are customary provisions in joint venture agreements and conditions contained other similar agreements applicable to joint ventures permitted under Section 7.17 and applicable solely to such joint venture entered into in the documentsordinary course of business, (C) are customary non-assignment provisions in leases, joint venture agreements and instruments other contracts entered into in the ordinary course of business, (D) are customary restrictions on leases, subleases or licenses otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (E) are customary provisions restricting subletting or assignment of any lease governing Senior Unsecured Indebtednessa leasehold interest, (F) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (G) arise in connection with cash or other deposits permitted under Section 7.08, or (7H) restrictions and conditions contained are set forth in documents, the agreements and instruments governing joint venture arrangements and similar Investments, any Permitted Securitization with respect to any Securitization Subsidiary or in any agreements governing any factoring transaction permitted under Section 7.09 (b) requires so long as the grant of any security for any obligation if applicable restriction applies solely to the assets subject to such property is given as security for the Obligationstransactions).

Burdensome Agreements. Enter The Company will not, and will not permit any Subsidiary to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Credit Party, (ii) pay any Indebtedness or other obligation owed to any Loan Credit Party, (iii) make loans or advances to any Loan Credit Party, (iv) transfer any of its property to any Loan Credit Party, (v) pledge its property pursuant to the Loan Transaction Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Credit Party pursuant to the Loan Transaction Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1) this Agreement and the other Loan Transaction Documents, (2) the Bank Credit Agreement, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e10.3(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 10.5 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documentsother agreements entered into with holders of the Notes, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsobligations arising under any of the Notes and the other Transaction except for the Bank Credit Agreement.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) 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, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) 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, (6v) restrictions any agreement governing Indebtedness incurred pursuant to Section 8.03(f), (g) or (r), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and conditions contained other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the documentsrestriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and conditions contained in documents, agreements and instruments governing applicable solely to such joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.Equity Interests therein. 128

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(e), (f) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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 in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (4) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (6) restrictions and conditions contained are customary provisions in the documents, joint venture agreements and instruments governing Senior Unsecured Indebtednessother similar agreements applicable to joint ventures permitted under Section 7.02, or (7) restrictions and conditions contained in documents, agreements and instruments governing so long as such Contractual Obligations are applicable only to such joint venture arrangements and similar Investmentsventure, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Documents, (2) 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 therewiththerewith and the proceeds thereof, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsimposed by corporate law, (5) 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, (6) restrictions and conditions customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the documentsordinary course of business, agreements and instruments (7) customary restrictions on transfer of interests in a joint venture contained in governing Senior Unsecured Indebtednessagreements, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires 8) the grant of any security for any obligation if such property is given as security for the ObligationsSeries A-1 Preferred Equity Documents.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make any other distributions to Intermediate Holdings or any of its Restricted Payments to any Loan Party, Subsidiaries on its Capital Stock; or (ii) pay any Indebtedness or other obligation owed to Intermediate Holdings or any Loan Party, of its Restricted Subsidiaries; (iiib) make loans or advances to Intermediate Holdings or any of its Restricted Subsidiaries; (c) create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan PartyDocuments; or (d) sell, (iv) lease or transfer any of its property properties or assets to any Loan Party, (v) pledge its property pursuant to the Loan Documents Intermediate Holdings or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for its Restricted Subsidiaries. (1) contractual encumbrances or restrictions of Intermediate Holdings or any of its Restricted Subsidiaries in effect on the Closing Date, including pursuant to this Agreement and the other Loan Documents, related Swap Contracts and Indebtedness permi... (2) the definitive documentation governing the First Lien Facilities or the First Lien Facilities Indebtedness and related Guarantees; (3) applicable law or any document applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness incurred pursuant of a Person acquired by or merged, amalgamated or consolidated with or into Intermediate Holdings or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in e... (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to Section 8.03(e)such assets pending consummation of such sale, provided that any including customary restrictions with respect to a Restricted Subsidiary imposed pursua... (6) 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 restriction contained therein relates transaction, which limitation is applicable only to the asset or assets constructed or that are the su... (8) purchase money obligations for property acquired in connection therewithand Capitalized Lease Obligations, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset extent such obligations impose restrictions of the nature discussed in clause (c) or assets subject to such Permitted Lien, (4d) in the first paragraph of this Section 7.06 on the property so acq... (9) customary restrictions and conditions on assignments provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate the extent such prohibition on assignmentsobligations impose restrictions of the type described in clause ... (10) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of Intermediate Holdings, are necessary or advisable to effect such Qualified Re... (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of Intermediate Holdings or any Restricted Subsidiary that is Incurred subsequent to the Closing Date pursuant to Section 7.01, provided that (i... (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, (5x) detract from the value of the property or assets of Intermediate Hold... (14) customary restrictions provisions in joint venture agreements or arrangements and conditions contained in any agreement other similar agreements or arrangements relating solely to the sale applicable joint venture; and (15) any encumbrances or restrictions of any property permitted under the type referred to in Section 8.05 pending the consummation of such sale7.06(a), (6b), (c) restrictions and conditions contained in (d) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentscontracts, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.ins...

Burdensome Agreements. Enter Except for Mt. Xxxxx Realty and CIS, and except with respect to any Joint Venture, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(g) and (m), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any a Lien to secure an obligation of such Person if such property a Lien is given as security for granted to secure the Obligations. The restrictions set forth in the foregoing clauses (a)(i) — (a)(vi) and (b) shall not apply to Contractual Obligations relating to Indebtedness permitted under Section 7.03(n), (p), (r), (s) and (u).

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party (including by way of a Division) on its Capital Stock or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property 104 permitted under Section 8.05 8.10 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documents, agreements and instruments any document or instrument governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsIndebtedness incurred pursuant to Section 8.1(k).

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument governing secured Indebtedness incurred pursuant to Section 8.03(e), permitted by this Agreement; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3C) any document or instrument governing Indebtedness under any Permitted Revolving Credit Facility, so long as any such restrictions therein shall not prohibit the granting of the Liens in favor of the Administrative Agent under the Loan Documents or restrict any payments of the Obligations required under the Loan Documents (except to the extent such payments are prohibited by, or subject to the payment priority set forth in, the Permitted Revolving Credit Facility Intercreditor Agreement), (D) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5E) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, (6F) customary restrictions on assignment contained in leases, licenses and other contracts entered into in the ordinary course of business with third parties and not for the purpose of circumventing any provision of this Agreement and (G) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of imposed by any security for any obligation if such property is given as security for the Obligations.applicable Law; or

Burdensome Agreements. Enter intoNo Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to exist, any Contractual Obligation that enter into (a) encumbers any prohibition or restricts restriction on any Restricted Subsidiary to pay any Dividends to a Borrower or any other Loan Party (other than any such prohibition or restriction in the ability Loan Documents), (b) any prohibition or restriction on any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party (other than any such prohibition or restriction in the Loan Documents), or (c) any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of Agent and the Secured Parties) on the creation or existence of any Lien upon the Collateral of any Loan Party to secure the Obligations (other than under the documents governing any Purchase Money Indebtedness and Capital Lease Obligations so long as such Person restrictions are limited to the property subject thereto), other than, in each case, (A) by reason of Applicable Law, (B) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Loan Party or Restricted Subsidiary, (C) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or Restricted Subsidiary is the licensee) or other contract entered into by any Loan Party or Restricted Subsidiary in the Ordinary Course of Business, (D) restrictions on the transfer of any asset pending the close of the sale of such asset, (E) pursuant to the terms of any Indebtedness incurred pursuant to Sections 9.2.1(a)¸ 9.2.1(b)(i)(B) or (C), 9.2.1(b)(vi), 9.2.1(b)(ix), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) and 9.2.1(b)(xxii) (provided that, with respect to clause (c) above, (i) make Restricted Payments in the case of Indebtedness incurred pursuant to Sections 9.2.1(a), 9.2.1(b)(i)(B), (C), (D), (E) or (F), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) or 9.2.1(b)(xxii), any Loan Partysuch prohibition or restriction is no more restrictive than those in the 2025 208 Senior Secured Notes Documents as in effect on the Closing Date, those in the 2028 Senior Secured Notes Documents as in effect on the Fourth Amendment Effective Date, those in the 2031 Senior Secured Notes Documents as in effect on the Sixth Amendment Effective Date, those in the 2032 Senior Secured Bridge Documents and/or the 2032 Senior Secured Notes Documents as in effect on the Sixth Amendment Effective Date or those in the 2029 Senior Secured Bridge Documents and/or the 2029 Senior Secured Notes Documents as in effect on the Sixth Amendment Effective Date and (ii) pay in the case of Indebtedness incurred pursuant to Sections 9.2.1(b)(vi) or 9.2.1(b)(ix), any such prohibition or restriction is limited to the property or Person subject thereto), (F) existing on the Closing Date and (to the extent not otherwise permitted by this Section 9.2.10) are listed on Schedule 9.2.10 and to the extent such contractual obligations are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation, (G) binding only a Loan Party (and not any other Person) at the time such Loan Party first becomes a Loan Party or are assumed in connection with an acquisition of assets permitted hereunder (so long as such prohibitions, restrictions and contractual obligations only apply to such acquired assets), so long as such prohibitions, restrictions and contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party or in connection with such acquisition, (H) arising in connection with any Disposition permitted by Section 9.2.4 (but only to the extent relating directly to the property to be disposed of), (I) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2.5, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale agreements or other obligation owed similar agreements entered into in the Ordinary Course of Business (including with respect to intellectual property) so long as such restrictions relate to the assets subject thereto, (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business, (L) 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 Ordinary 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, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Loan PartyParty or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (iiiM) make purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions on the transfer of the property so acquired, (N) 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 distributions or the making of cash loans or advances to any Loan Partyby such Restricted Subsidiary pending such Disposition, (ivO) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents arising under or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to result of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect terms of any license, authorization, concession or permit, and (P) any encumbrances or restrictions of the matters type referred to in clauses (i)-(va), (b), (c) and (d) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (Q) above) for (1) this Agreement and the other Loan Documents, (2) 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assets constructed or acquired in connection therewith, (3) 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 refinancings are not materially more restrictive with respect to such Permitted Lienencumbrance and other restrictions taken as a whole than those prior to such amendment, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsmodification, (5) 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 salerestatement, (6) restrictions and conditions contained in the documentsrenewal, agreements and instruments governing Senior Unsecured Indebtednessincrease, supplement, refunding, replacement or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsrefinancing.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary, (6) negative pledges and restrictions on Liens in favor of any holder of 133 Indebtedness permitted under Section 8.03 but solely to the extent (A) any negative pledge relates to the property financed by or the subject of such Indebtedness or 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 and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis or (B) such holder or an agent or representative thereof is or becomes party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (7) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (8) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (9) [reserved], (10) customary restrictions and conditions in any document, agreement or instrument governing or relating to any Additional Indebtedness, provided such terms satisfy the requirements set forth in Section 8.03(q), (11) restrictions on dividends, distributions or stock buybacks in respect of the shares of any Dutch Subsidiaries of the Company to the extent necessary as a condition to any such Dutch Subsidiary’s participating in and qualifying to receive benefits under the Dutch furlough/relief program known as Tweede tijdelijke noodmaatregel overbrugging voor behoud van werkgelegenheid / the 2.0 Temporary Emergency Bridging Measure to Maintain Employment (the “Dutch Program”); provided that such restrictions shall only be permitted under this Section 8.09(a)(11) until the earlier of (A) November 31, 2021 and (B) with respect to any such Dutch Subsidiary, the date on which such restriction on dividends, distributions and stock buybacks ceases to apply as a result of the termination of participation in the Dutch Program by such Dutch Subsidiary, and (12) restrictions and conditions contained in pursuant to the documents, agreements and instruments governing Senior Unsecured IndebtednessNotes Indenture on terms that are consistent with, or not materially more restrictive, taken as a whole, than the restrictions set forth herein or were otherwise consistent with market terms at the time the Senior Unsecured Notes were incurred (7as determined in good faith by the Company) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, except in the case of Permitted Liens.

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (5) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any Restricted Subsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition or Investment, (6) restrictions and conditions customary provisions restricting assignments, subletting, pledges or other transfers contained in the documentsleases, licenses, joint venture agreements, agreements with respect to Assets Under Development and instruments governing Senior Unsecured Indebtednesssimilar agreements entered into in the ordinary course of business, or (7) customary contractual restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, a lease relating to the granting of a Lien on the applicable leasehold interest or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsleased property.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of the Borrower or any such Person Subsidiary to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant Liens in its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) 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, (3iii) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, sale and (6v) restrictions and conditions contained anti-assignment provisions in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsGovernment Contracts.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) the JPI Subordinated Debt Documents, (3) the Certificate of Designation and the Series A and B Certificates of Designation, (4) any document or instrument governing Indebtedness incurred pursuant to Section Sections 8.03(e) or (i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (56) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (67) restrictions customary nonassignment provisions as to the assets financed in any lease governing a leasehold interest or in any other contracts which are not material to the business and conditions contained in the documents, agreements operations of GFI and instruments governing Senior Unsecured Indebtedness, its Subsidiaries or (7) 8) restrictions and or conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsimposed by Laws.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) other agreements entered into with the Lender and (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, Note Purchase Agreement or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, except for the Note Purchase Agreement.

Burdensome Agreements. Enter intoOther than Contractual Obligations relating to assets described in item “(i)” or “(ii)” of the definition of “Excluded Assets” and existing on the date hereof, enter into or permit to exist, exist any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or any Subsidiary to (ia) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interest or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property, other than Property in an aggregate amount not to exceed $5,000,000 in the aggregate at any one time, to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) 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, Lien and (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Documents, (2) 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 therewiththerewith and the proceeds thereof, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsimposed by corporate law, (5) 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, (6) restrictions and conditions customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the documentsordinary course of business, agreements and instruments (7) customary restrictions on transfer of interests in a joint venture contained in governing Senior Unsecured Indebtednessagreements, or (7) restrictions 8) the Series A-1 Preferred Equity Documents and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsSeries A-2 Preferred Equity Documents.

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) pay dividends or make Restricted Payments any other distributions to the Borrower on its Equity Interests or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan PartyCredit Party (other than the Owner Pledgor), (iiic) make loans or advances to any Loan PartyCredit Party (other than the Owner Pledgor), (ivd) sell, lease or transfer any of its property to any Loan PartyCredit Party (other than the Owner Pledgor), (ve) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Credit Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(f); provided, provided that that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5iv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.11 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.. #194770820_v13

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents (to the extent required by the Loan Documents) or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) the Convertible Notes Documents, (3) 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, (34) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 not prohibited hereunder pending the consummation of such sale, (6) any Subordinated Indebtedness Documents, (7) any agreement in effect 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 (and any amendments, modifications, extensions or renewals thereof), (8) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof, (9) agreements governing Permitted Refinancing Indebtedness; provided that restrictions and conditions in such agreements are not materially more restrictive, taken as a whole, than those contained in the documentsIndebtedness being refinanced, (10) the Convertible Indebtedness Notes Documents, (11) the Series A Preferred Documents, (12) any other agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t), (13) the Investor Note Documents and instruments governing Senior Unsecured Indebtedness, or (714) restrictions and conditions contained documents in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant respect of any security for Permitted Junior Debt, including any obligation if such property is given as security for Escrow Notes Documents, and the Obligationsorganizational documents of any Escrow Issuer.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that provided, that, any such restriction contained therein relates only to the asset or assets constructed or 71. acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) the Purchase and Sale Documents, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, solely with respect to clauses (i) through (iv) above) any Permitted Subordinated Indebtedness Document or (7) restrictions and conditions contained customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in documents, agreements and instruments governing joint venture arrangements and similar Investments, the ordinary course of business or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. Enter intoIt will not, and will not permit any Subsidiary to, directly or permit to existindirectly, enter into any Contractual Obligation that prohibits, in whole or in part, (a) encumbers any wholly-owned Subsidiary making Restricted Payments to the Company or restricts any other Transaction Party, (b) any wholly-owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to the ability of Company or any such Person other Transaction Party, (c) any wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary) Guaranteeing any obligations under the Notes (or any Guarantee entered into in connection therewith) or (d) any Transaction Party creating, incurring, assuming or suffering to exist Liens on any (i) make Restricted Payments to any Loan PartyUnencumbered Property, (ii) pay the Equity Interests in any Indebtedness Direct Owner of any Unencumbered Property or other obligation owed to in any Loan Party, Indirect Owner of a Direct Owner thereof or (iii) make loans or advances the right to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of income from any of the matters referred foregoing to secure the obligations under the Notes (or any Guarantee entered into in clauses connection therewith), other than (i)-(v) above) for (1w) this Agreement and or any other Transaction Document, (x) the Credit Agreements or any other Loan DocumentsDocument (as defined in the applicable Credit Agreement), each as in effect on the date of Closing, (2y) pursuant to any Permitted Pari Passu Provision, and (z) as required by or pursuant to applicable Law; provided that (i) clause (b) of this Section 10.11 shall not prohibit limitations or restrictions contained in (A) any document agreement governing purchase money Liens or instrument governing Indebtedness incurred pursuant to Section 8.03(ecapital lease obligations otherwise permitted under this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), provided (B) rights of first refusal, rights of first offer, purchase options and similar rights that do not materially detract from the value of the property subject thereto, (C) leases, subleases, licenses and sublicenses, in each case so long as such restrictions relate to the assets subject thereto or (D) provisions restricting assignment of any agreement (including, without limitation, any such restriction contained therein relates only to the asset provisions restricting assignments, subletting or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments other transfers contained in agreements leases, subleases, licenses, sublicenses or similar agreement) entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsbusiness; (ii) clauses (a), (5b) customary restrictions and conditions contained in (d) of this Section 10.11 shall not prohibit any agreement relating to the sale or any other Disposition of any property Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions apply only to the Subsidiary or the assets that are the subject of such sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (b) and (c) of this Section 10.11 shall not prohibit, limitations or restrictions provided in favor of any holder of Secured Debt that is owed to a non-Affiliate of the Company and that is permitted under Section 8.05 pending 10.3 (provided that any Negative Pledge thereunder shall only be effective against the consummation assets or property securing such Indebtedness or the Equity Interests in any owner of the assets or property securing such Indebtedness or in any indirect owner (other than the Company or any other Transaction Party) of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsowner).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) - (iv) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.05, or otherwise arising in connection with a transaction that would constitute a Change of Control upon the consummation thereof, in each case, pending the consummation of such sale, or (5) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (6) restrictions applicable to Indebtedness, assets or Equity Interests of a Person acquired by the Borrower or any Subsidiary as in effect at the time of acquisition, so long as such restrictions were not incurred in connection with, or in contemplation of, such acquisition, including amendments to such instruments and conditions refinancings of such Indebtedness, so long as the restrictions in such amendment or in the instrument governing such refinancing Indebtedness (A) are no less favorable in any material respect, when taken as a whole, to the Lenders than the restrictions contained in the documentsoriginal instrument (as reasonably determined by the Borrower in good faith) and (B) are not expanded to apply to any additional Loan Parties or Subsidiaries, (7) an agreement governing Indebtedness incurred pursuant to Section 8.03(f) or 8.03(g) if either (A) the Board of Directors of the Borrower, or a duly constituted committee thereof, in its reasonable and good faith judgment determines that (x) such encumbrances or restrictions will not affect the ability of the Borrower to make principal, interest or fee payments on the Obligations and any other Indebtedness that is an obligation of the Borrower and (y) such encumbrances or restrictions are not less favorable in any material respect to the Lenders than is customary in comparable financings or agreements or (B) such Indebtedness is incurred by a Subsidiary that is not a Loan Party; provided that (x) the aggregate amount of Indebtedness permitted under this clause (B) shall not exceed $25,000,000 in the aggregate and instruments governing Senior Unsecured Indebtedness(y) such encumbrances or restrictions shall apply only to those Subsidiaries obligated on such Indebtedness and the Subsidiaries of such Subsidiaries, or (7) 8) existing under, by reason of or with respect to Indebtedness or other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions and conditions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are no less favorable in any material respect, than those contained in documentsthe Indebtedness or such other agreements, agreements and instruments governing joint venture arrangements and similar Investmentsas the case may be, or (b) requires as in effect on the grant of any security for any obligation if such property is given as security for the ObligationsClosing Date.

Burdensome Agreements. Enter intoNo Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to exist, any Contractual Obligation that enter into (a) encumbers any prohibition or restricts restriction on any Restricted Subsidiary to pay any Dividends to a Borrower or any other Loan Party (other than any such prohibition or restriction in the ability Loan Documents), (b) any prohibition or restriction on any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party (other than any such prohibition or restriction in the Loan Documents), or (c) any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of Agent and the Secured Parties) on the creation or existence of any Lien upon the Collateral of any Loan Party to secure the Obligations (other than under the documents governing any Purchase Money Indebtedness and Capital Lease Obligations so long as such Person restrictions are limited to the property subject thereto), other than, in each case, (A) by reason of Applicable Law, (B) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Loan Party or Restricted Subsidiary, (C) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or Restricted Subsidiary is the licensee) or other contract entered into by any Loan Party or Restricted Subsidiary in the Ordinary Course of Business, (D) restrictions on the transfer of any asset pending the close of the sale of such asset, (E) pursuant to the terms of any Indebtedness incurred pursuant to Sections 9.2.1(a)¸ 9.2.1(b)(i)(B) or (C), 9.2.1(b)(vi), 9.2.1(b)(ix), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) and 9.2.1(b)(xxii) (provided that, with respect to clause (c) above, (i) make Restricted Payments in the case of Indebtedness incurred pursuant to Sections 9.2.1(a), 9.2.1(b)(i)(B) or (C), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) or 9.2.1(b)(xxii), any Loan Party, such prohibition or restriction is no more restrictive than those in the 2025 Senior Secured Notes Documents as in effect on the Closing Date or those in the 2028 Senior Secured Notes Documents as in effect on the Fourth Amendment Effective Date and (ii) pay in the case of Indebtedness incurred pursuant to Sections 9.2.1(b)(vi) or 9.2.1(b)(ix), any such prohibition or restriction is limited to the property or Person subject thereto), (F) existing on the Closing Date and (to the extent not otherwise permitted by this Section 9.2.10) are listed on Schedule 9.2.10 and to the extent such contractual obligations are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation, (G) binding only a Loan Party (and not any other Person) at the time such Loan Party first becomes a Loan Party or are assumed in connection with an acquisition of assets permitted hereunder (so long as such prohibitions, restrictions and contractual obligations only apply to such acquired assets), so long as such prohibitions, restrictions and contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party or in connection with such acquisition, (H) arising in connection with any Disposition permitted by Section 9.2.4 (but only to the extent 198 relating directly to the property to be disposed of), (I) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2.5, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale agreements or other obligation owed similar agreements entered into in the Ordinary Course of Business (including with respect to intellectual property) so long as such restrictions relate to the assets subject thereto, (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business, (L) 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 Ordinary 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, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Loan PartyParty or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (iiiM) make purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions on the transfer of the property so acquired, (N) 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 distributions or the making of cash loans or advances to any Loan Partyby such Restricted Subsidiary pending such Disposition, (ivO) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents arising under or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to result of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect terms of any license, authorization, concession or permit, and (P) any encumbrances or restrictions of the matters type referred to in clauses (i)-(va), (b), (c) and (d) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (Q) above) for (1) this Agreement and the other Loan Documents, (2) 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assets constructed or acquired in connection therewith, (3) 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 refinancings are not materially more restrictive with respect to such Permitted Lienencumbrance and other restrictions taken as a whole than those prior to such amendment, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignmentsmodification, (5) 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 salerestatement, (6) restrictions and conditions contained in the documentsrenewal, agreements and instruments governing Senior Unsecured Indebtednessincrease, supplement, refunding, replacement or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsrefinancing.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ia) make Restricted Payments to any Loan Party, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1) this Agreement and the other Loan Documents, (2) customary provisions restricting subletting or assignment of any document or instrument lease 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 therewitha leasehold interest of a Subsidiary, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale, (4) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary, (5) without affecting the Loan Parties’ obligations under Section 6.12 and Section 6.13, customary provisions in Organization Documents, joint venture agreements, other similar agreements applicable to joint ventures and other non-Wholly Owned Subsidiaries permitted under Section 7.03 and applicable solely to such joint venture or non-Wholly Owned subsidiary and its equity, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business, in each case, that restrict the transfer of ownership interests in or other rights in respect of such Person, (6) restrictions on cash or other deposits or net worth imposed by suppliers, landlords, customers, insurance and conditions contained surety or bonding companies under contracts entered into in the documentsordinary course of business, agreements and instruments governing Senior Unsecured Indebtedness, or (7) any instrument governing Indebtedness assumed in connection with any Permitted 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 properties or assets of the Person so acquired, (8) any agreement relating to Indebtedness incurred pursuant to Section 7.02(c) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (9) customary restrictions regarding licensing or sublicensing by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business, (10) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, (11) restrictions in any agreement relating to Indebtedness of a Foreign Subsidiary that is not a Loan Party that is permitted by Section 7.02 and which does not apply to any Loan Party or any Domestic Subsidiary, so long as such restrictions do not impair the ability of the Loan Parties to perform their obligations under this Agreement and (12) solely in respect of the matters referenced in clauses (a) through (d) above and, to the extent such restrictions and conditions contained apply only to Subsidiaries constituting Excluded Subsidiaries (other than a Subsidiary constituting an Excluded Subsidiary solely by virtue of clause (a) of the definition thereof), clause (e) above, restrictions and conditions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, to the Borrower and its Subsidiaries, than the restrictions and conditions in documents, agreements the Loan Documents (except for (A) covenants and instruments governing joint venture arrangements and similar Investments, events of default applicable only to periods 116 after the then Latest Maturity Date or (bB) requires unless the grant Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any security for any obligation if other Lender) to add such property is given as security more restrictive terms for the Obligationsbenefit of the Lenders).

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of itsSection 8.5 Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to the Borrower or other Credit Party (including by way of a Division) on its Capital Stock or with respect to any Loan Partyother interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (75) restrictions and conditions contained in documents, agreements and instruments any document or instrument governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsIndebtedness incurred pursuant to Section 8.1(k).

Burdensome Agreements. Enter Except as set forth in the Organization Documents of the Borrower as of the Closing Date (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders), enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(b), (d) and (e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (6) encumbrances or restrictions and conditions contained that are customary provisions restricting the assignment of any agreement entered into in the documents, agreements and instruments governing Senior Unsecured Indebtedness, ordinary course of business or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires under the grant of any security for any obligation if such property is given as security for the ObligationsIndenture.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan PartyParty (other than customary consent requirements in Contractual Obligations entered into in the ordinary course of business), (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 or the definition of “Disposition” pending the consummation of such sale, (65) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured IndebtednessUnderwriting Agreement, or (76) restrictions and conditions contained in documents, agreements and instruments the documentation governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsPermitted Subordinated Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make Restricted Payments any other distributions to any Loan PartyParty on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) the Subordinated Indebtedness Documents, (3) the Senior Subordinated Notes Documents, (4) 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, (35) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (56) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (67) restrictions Contractual Obligations of any Person that becomes a Subsidiary after the date hereof, provided, that such Contractual Obligations existed at the time such Person becomes a Subsidiary and conditions was not created in contemplation of or in connection with such Person becoming a Subsidiary or (8) with respect to any Controlled Subsidiary, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligationsagreements.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person Loan Party or Material Foreign Subsidiary to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property Collateral pursuant to the Loan Documents or any renewalsDocuments, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)8.03, provided that any (x) with respect to Indebtedness incurred pursuant to Section 8.03(e) such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and (y) with respect to Indebtedness incurred pursuant to any other clause of Section 8.03, any such restriction is limited to matters referred to in clauses (i), (ii) and (iii) above and does not materially adversely affect the ability of the Borrower to service its Indebtedness (including the Indebtedness arising under the Credit Agreement), (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (65) restrictions and conditions contained anti-assignment provisions in the documents, agreements and instruments governing Senior Unsecured Indebtednessgovernment contracts, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, (6) software and other intellectual property licenses pursuant to which the Borrower or such 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 subject of the applicable licenses), (7) any agreements relating to Foreign Subsidiary Indebtedness (in which case, any prohibition or limitation shall relate only to the assets of such Foreign Subsidiaries), (8) prohibitions and limitations in effect on the date hereof and listed on Schedule 8.09, (9) customary provisions contained in joint venture agreements and other similar agreements entered into in the ordinary course of business and applicable to Joint Ventures, (10) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (11) customary restrictions and conditions contained in any agreement relating to any Disposition of property not prohibited hereunder, (12) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (13) restrictions contained in any Contractual Obligations relating to the consummation of a transaction which restrictions are conditioned upon the repayment of the Obligations in full and the termination or expiration of the Commitments, and (14) 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.

Burdensome Agreements. Enter intoExcept as provided in this Indenture or another Second Lien Document, create or permit otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that consensual encumbrance or restriction of any kind on such Note Party’s or Significant Subsidiary’s ability to (a) encumbers pay dividends or restricts the ability make any other distributions on any of any such Person to (i) make Restricted Payments to any Loan Partyits Equity Interests, (iib) pay repay or prepay any Indebtedness owed by such Note Party or Significant Subsidiary to the Issuer or any other obligation owed to any Loan PartySubsidiary of the Issuer, (iiic) make loans or advances to the Issuer or any Loan Party, other Subsidiary or (ivd) transfer any of its property or assets to the Issuer or any other Subsidiary, in each case other than (i) customary non-assignment provisions of leases, subleases and sublicenses and similar agreements and in other contracts (and applicable solely to the rights and obligations under such contracts), (ii) with respect to the specific property to be sold pursuant to an executed agreement in connection with a Disposition permitted under Section 4.5, (iii) encumbrances or restrictions under documents with respect to Indebtedness permitted under (A) Section 4.3(b) (provided that the encumbrances or restrictions under documents with respect to any Loan Partyrefinancing, refunding, renewal or extension of such Indebtedness are not materially more restrictive than the encumbrances or restrictions under the Indebtedness being refinanced, refunded, renewed or extended (as determined by the Issuer in good faith)), (B) Section 4.3(e) or (C) Section 4.3(s), (iv) pursuant to any Permitted Lien, (v) pledge its property pursuant to terms subordinating intercompany Indebtedness to claims of pension trustees, (vi) pursuant to the Loan terms of any Bank Products, (vii) pursuant to any Payment Prohibitions and (viii) encumbrances or restrictions contained in the Second Lien Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsHedging Agreements.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) make Restricted Payments to any Loan PartyPayments, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) 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, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) restrictions imposed by applicable Law, (6) restrictions contractual encumbrances existing on the Closing Date and conditions contained described in Schedule 8.09 to the documentsDisclosure Letter, agreements and instruments governing Senior Unsecured Indebtedness, or (7) customary non-assignment and transfer restrictions in joint venture agreements and conditions other agreements entered into in the ordinary course of business, (8) customary provisions contained in documentsleases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business, agreements (9) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (10) customary provisions restricting assignment of any agreement entered into in the ordinary course of business or (11) customary net worth or similar provisions contained in real property leases so long as McAfee has determined in good faith that such net worth or similar provision could not be reasonably expected to impair the ability of McAfee and instruments governing joint venture arrangements and similar Investments, its Subsidiaries to meet their ongoing obligations or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, except for any Contractual Obligation of any Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of McAfee, so long as such Contractual Obligation was not entered into solely in contemplation of such Person becoming a Subsidiary of McAfee.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.3(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) 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, (4) customary restrictions subject to (and conditions on assignments in accordance with) the terms and provisions of the Bankruptcy Court Orders, the MPT Documents (and amendments thereto not prohibited by Section 7.16), provided that any such restriction contained in agreements entered into in therein relates only to the ordinary course of business after using commercially reasonable efforts Borrower or any Subsidiary party to eliminate such prohibition on assignments, the MPT Documents or (5) customary restrictions the Prepetition Debt Documents, subject to (and conditions contained in any agreement relating to accordance with) the sale terms and provisions of any property permitted under Section 8.05 pending the consummation of such sale, (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the ObligationsBankruptcy Court Orders.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed purchased, renovated or acquired improved in connection therewith, (3) 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, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) 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, (5) 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 entered into in the ordinary course of business, (6) customary restrictions and conditions contained in on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the documentsassets subject thereto, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, customary provisions restricting subletting or (b) requires the grant assignment of any security for lease governing a leasehold interest of the Borrower or any obligation if such property is given as security for Subsidiary, (8) customary provisions restricting assignment of any agreement entered into in the Obligationsordinary course of business, (9) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (10) are required by any applicable Laws, including any rule or regulation of the DOE, any Accrediting Body or any state regulatory authority.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) pay dividends or make any other distributions to Intermediate Holdings or any of its Restricted Payments to any Loan Party, Subsidiaries on its Capital Stock; or (ii) pay any Indebtedness or other obligation owed to Intermediate Holdings or any Loan Party, of its Restricted Subsidiaries; (iiib) make loans or advances to Intermediate Holdings or any of its Restricted Subsidiaries; (c) create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan PartyDocuments; or (d) sell, (iv) lease or transfer any of its property properties or assets to any Loan Party, (v) pledge its property pursuant to the Loan Documents Intermediate Holdings or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for its Restricted Subsidiaries. (1) contractual encumbrances or restrictions of Intermediate Holdings or any of its Restricted Subsidiaries in effect on the Closing Date, including pursuant to this Agreement and the other Loan Documents, related Swap Contracts and Indebtedness permi... (2) the definitive documentation governing the Second Lien Facility or the Second Lien Term Facility Indebtedness and related Guarantees; (3) applicable law or any document applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness incurred pursuant of a Person acquired by or merged, amalgamated or consolidated with or into Intermediate Holdings or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in e... (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to Section 8.03(e)such assets pending consummation of such sale, provided that any including customary restrictions with respect to a Restricted Subsidiary imposed pursua... (6) 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 restriction contained therein relates transaction, which limitation is applicable only to the asset or assets constructed or that are the su... (8) purchase money obligations for property acquired in connection therewithand Capitalized Lease Obligations, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset extent such obligations impose restrictions of the nature discussed in clause (c) or assets subject to such Permitted Lien, (4d) in the first paragraph of this Section 7.06 on the property so acq... (9) customary restrictions and conditions on assignments provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate the extent such prohibition on assignmentsobligations impose restrictions of the type described in clause ... (10) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of Intermediate Holdings, are necessary or advisable to effect such Qualified Re... (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of Intermediate Holdings or any Restricted Subsidiary that is Incurred subsequent to the Closing Date pursuant to Section 7.01, provided that (i... (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, (5x) detract from the value of the property or assets of Intermediate Hold... (14) customary restrictions provisions in joint venture agreements or arrangements and conditions contained in any agreement other similar agreements or arrangements relating solely to the sale applicable joint venture; and (15) any encumbrances or restrictions of any property permitted under the type referred to in Section 8.05 pending the consummation of such sale7.06(a), (6b), (c) restrictions and conditions contained in (d) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentscontracts, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.ins...