Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Loan PartyRestricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Obligations or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property Collateral of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause clauses (ivi) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Sections 7.02(f) or (eg) (solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness), (g)B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (hC) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)restrictions imposed by Law, (jD) customary provisions in joint venture agreements restricting (so long as such negative pledge permits i) the ability of the joint venture to grant Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) its assets, make distributions or provide guarantees of its equity holders’ obligations, or (kii) (solely the ability of the joint venture partners to grant Liens in the extent equity of such joint venture, any such negative pledge relates to holder of a Lien permitted by Section 7.01 restricting the transfer of the property financed by subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the subject consummation of such Indebtedness) of Section 7.03purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonObligations.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any of its Subsidiaries to, (a) other than for any Subsidiary that is not a Wholly-Owned Subsidiary, agree to enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or enter intointo any Guaranty Obligation or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit to exist or become effective any Contractual Obligation (other than this Agreement enforceable agreement prohibiting or any other Loan Document) that (a) limits limiting the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer permit to exist Liens on property any Lien upon any of such Person in favor its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided that the limitations of the Collateral Agent; provided, however, that this clause (iv) Section 7.09 shall not prohibit apply to such limitations contained in (i) the Loan Documents or the Second Lien Credit Agreement, (ii) any negative pledge incurred agreement governing any Non-Recourse Indebtedness or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses by Section 7.01(b), (d), (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to in the extent case of any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)Indebtedness, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to prohibition or limitation is only effective against the Permitted Senior Debtassets financed thereby) or (ki) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (biii) requires the grant any agreement of a Lien Subsidiary that is not (and is not required to secure an obligation become) a Loan Party that is in existence at the time of, and is not entered into in anticipation of, the acquisition of such Person if as a Lien is granted Subsidiary of the Borrower (and, with respect to secure another obligation this clause (iii), including any amendment, extension, amendment and restatement, replacement, refinancing or other modification of such Person; provided, agreement so long as the relevant limitations are not altered in any manner that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating is materially adverse to the sale interests of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonLenders).

Burdensome Agreements. Enter intoThe Borrower will not, and will not permit any Subsidiary to of its Restricted Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or and any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party the Borrower or to otherwise transfer property to the Borrower; provided, however, that this clause (i) shall not prohibit (x) customary provisions restricting subletting or invest assignment of any leases of the Borrower or any Restricted Subsidiary or provisions in agreements restricting the assignment of such agreement or any rights thereunder or (y) any temporary encumbrance or restrictions with respect to a Loan PartyRestricted Subsidiary under an agreement that has been entered into for the disposition of all or substantially all of the equity interests or assets of such Restricted Subsidiary, provided that such disposition is otherwise permitted under this Agreement, (ii) of any Subsidiary Guarantor to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit any negative pledge (x) granted in connection with the property or interest described in the Farm Agreement or (y) incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 6.03(d) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to Indebtedness and shall not prohibit the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits grant of Liens in accordance with otherwise permitted under Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.036.01; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, provided that this subsection (b) shall not prohibit (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawgrant of Liens otherwise permitted under Section 6.01, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and Existing Hill-Rom Notes or (z) clause the 0000 Xxxx-Xxx Notes, any agreements governing Indebtedness permitted by Sections 6.03(f)(C), 6.03(g)(C), 6.03(i), 6.03(m) and any agreement governing Permitted Refinancing Indebtedness or any Guarantee in respect of the foregoing (a)(ivprovided that the terms of such Indebtedness are no less favorable to the Borrower and its Restricted Subsidiaries than that which exists in the 0000 Xxxx-Xxx Notes as of the Closing Date). Notwithstanding the foregoing, it is acknowledged and agreed that subsection (a) of this Section the preceding sentence shall not apply prohibit contractual obligations limiting Restricted Payments, Guarantees or Liens to customary the extent such limitations are no more restrictive or onerous than the provisions in leases restricting the assignment thereof of Sections 6.06, 6.03 or the granting of a leasehold mortgage thereon6.01, respectively.

Burdensome Agreements. Enter intoThe Company shall not, nor shall it permit any Subsidiary to to, directly or indirectly, enter into, or permit to exist into any Contractual Obligation (other than this Agreement any Financing Document or any other Loan DocumentPermitted Pari Passu Provision) that (a) limits the ability of (i) of any Subsidiary to make Restricted Payments to the Company or other distributions any Subsidiary Guarantor (except for any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to any Loan Party or to otherwise transfer property to or invest in a Loan Partynon-Affiliate of the Company and that is permitted under Section 10.2), (ii) of any Subsidiary (other than an Excluded Subsidiary) to Guarantee transfer property to the Secured ObligationsCompany or any Subsidiary Guarantor, (iii) of any Subsidiary of the Company (other than an Excluded Subsidiary) to make Guarantee the Notes or repay loans to a Loan Party, any of the obligations under this Agreement or (iv) of the Loan Parties or any Subsidiary Obligor to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentNotes or any obligations under this Agreement or any Subsidiary Guarantee; provided, howeverthat clauses (i), that this clause (ii) and (iv) of this Section 10.11 shall not prohibit any negative pledge (A) Negative Pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under and in accordance with clauses Section 10.2 (e) (solely to provided that such limitation on Negative Pledges shall only be effective against the extent any such negative pledge relates to the assets or property financed by or the subject of securing such Indebtedness), (g), B) Negative Pledges contained in any agreement in connection with a Disposition permitted by Section 10.5 (h) (solely to provided that such limitation shall only be effective against the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) assets or (k) (solely to the extent any such negative pledge relates to the property financed by or that are the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; providedDisposition), that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (zC) clause (a)(iv) limitations on Restricted Payments or Negative Pledges by reason of this Section shall not apply to customary provisions in leases restricting the assignment thereof joint venture agreements or the granting of a leasehold mortgage thereonother similar agreements applicable to Subsidiaries that are not Wholly-Owned Subsidiaries.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation ((x) other than this Agreement or any other Loan DocumentDocument or (y) restrictions or conditions contained in any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness, provided that the restrictions contained in any such agreement or document referenced to in this clause (y) are not less than favorable in any material respects to the Lenders than the restrictions imposed by this Agreement) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property (other than Excluded Assets) to or invest in a Loan Partythe Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Obligations of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property (other than Excluded Assets) of such Person in favor of the Collateral Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender as security for the Obligations; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j) or 7.02(n), in accordance with clauses (e) (each case solely to the extent any such negative pledge relates to the property financed by by, securing or otherwise the subject of such Indebtedness), Indebtedness or (g), (hB) (solely restrictions on the encumbrance of specific property encumbered to the extent any such negative pledge relates secure payment of particular permitted Indebtedness or to the Subsidiary acquired be sold pursuant to an executed agreement with respect to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject sale of such Indebtedness) of Section 7.03assets; or (b) requires the grant of a Lien on property (other than a Permitted Lien or a Lien on an Excluded Asset) to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the Obligations. The foregoing provision shall not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) customary net worth, restrictions on cash or other deposits and conditions imposed by applicable Lawnon-assignment provisions of any lease, license or other contract; (yiii) the foregoing shall not apply to customary restrictions with respect to a Subsidiary or an asset pursuant to an agreement that has been entered into for the sale or disposition of such asset or Equity Interests of such Subsidiary; (iv) customary provisions in joint venture agreements, financing agreements related to Joint Ventures, and conditions contained other similar agreements relating solely to the securities, assets and revenues of Joint Ventures or other business ventures; (v) restrictions on transfer (including negative pledge provisions) set forth in any agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to the sale provisions of any credit facility entered into by such fund); (vi) any provisions existing under, by reason of or with respect to Indebtedness (or other Contractual Obligation) of any Foreign Subsidiary, Excluded Subsidiary, or Unrestricted Subsidiary or Joint Venture and applicable only to such Persons or their Subsidiaries; (vii) any provisions of or relating to any Performance Contingent Obligation (including without limitation any completion guarantee); (viii) any Contractual Obligation existing on the Closing Date and set forth on Schedule 7.09 (and any amendment, restatement, refinancing, replacement or other modification thereof so long as any change to the provisions relevant to this Section 7.09 are not more adverse to the interests of the Lenders in any material respect); (ix) any instrument governing Indebtedness or Equity Interests of a Person entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Borrower or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets (except to the extent such Indebtedness or Equity Interest was incurred, or such limitation or requirement is entered into, in connection with or in contemplation of such acquisition or designation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that, in the case of Indebtedness, such Indebtedness was permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and incurred; or (zx) clause (a)(iv) any instrument governing Indebtedness permitted under Section 7.02(m), so long as such documentation does not prohibit the any Loan Party from granting Liens on the Collateral to secure the Obligations, including during a Collateral Release Period. For purposes of this Section 7.09, the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not apply constitute a restriction on the ability to customary provisions in leases restricting the assignment thereof make dividends or the granting of a leasehold mortgage thereondistributions on Equity Interests.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower, redeem Equity Interests held in it by the Borrower or other distributions to any Loan Party or Guarantor, to otherwise transfer property to the Borrower or invest in a Loan Partyany Guarantor, or to repay loans and other indebtedness owing by it to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; Secured Parties, provided, however, that this clause (iv) the foregoing clauses shall not prohibit (I) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), II) provisions in Organizational Documents and other similar agreements applicable to joint ventures or to other Persons that are not Restricted Subsidiaries (h) (solely to the extent any Investment in such negative pledge relates joint venture or other Person is permitted under Section 7.02) that limit Liens on or transfers of the Equity Interests in such joint venture or other Person entered into in the ordinary course of business, (III) are customary restrictions in leases, subleases, licenses, or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Borrower or a Restricted Subsidiary acquired pursuant to by a Permitted Acquisition), (jthird party in respect of real property owned by such third party) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions relate only to the Permitted Senior Debt) or assets (k) (solely to the extent any such negative pledge relates to the property financed by or the Borrower’s or such Restricted Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject of such Indebtedness) of Section 7.03thereto; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, Person unless such Contractual Obligation provides that (x) the foregoing such requirement shall not apply with respect to restrictions Liens granted to secure the Obligations, Cash Management Obligations and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonLender Swap Obligations.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, incur or permit to exist any Contractual Obligation (agreement or other than this Agreement arrangement that prohibits, restricts or imposes any other Loan Document) that condition upon (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Subsidiary to create, incur, assume incur or suffer permit to exist Liens on any Lien upon any of its property of such Person in favor of or assets to secure the Collateral Agent; providedObligations, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant ability of a Lien any Subsidiary to secure an obligation pay dividends or other distributions with respect to any shares of such Person if a Lien is granted its capital stock or to secure another obligation make or repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of such Personthe Company or any other Subsidiary; provided, provided that (xi) the foregoing shall not apply to restrictions and conditions imposed by applicable LawLaw or by this Agreement or the Loan Documents, (yii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date and identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder or other asset sale agreements pending such sale, provided, that provided such restrictions and conditions apply only to the Subsidiary that is or assets to be sold and such sale is permitted hereunder, (ziv) clause (a)(iva) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) the foregoing shall not apply to (x) any agreement relating to Indebtedness incurred in reliance on Section 7.03(h) (to the extent that such restrictions apply only to the Person becoming a Subsidiary of the Company and any of its Subsidiaries that also become Subsidiaries of the Company in the same transaction or series of related transactions), or (y) any agreement relating to Indebtedness incurred in reliance on Section 7.03(k), (p), (q), (r), (s) or (t) (in each case, so long as such agreement permits the Obligations to become secured without further consent or act by the lenders or holders of Indebtedness thereunder; provided that, in the case of Section 7.03(p), (q), (r), (s) or (t) such agreement may require that such Indebtedness be equally and ratably secured by any collateral on which a Lien is granted to secure the Obligations), (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, (vii) the foregoing shall not apply to restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (including, for the avoidance of doubt, incurred in reliance on Section 7.01(m)) or restrictions on Designated Regulatory Cash, (viii) the foregoing shall not apply to customary restrictions and conditions imposed by any agreement relating to any agreement relating to Indebtedness incurred in reliance on Section 7.03(m), provided that such latter restrictions and conditions affect only the RD Entities; (ix) the foregoing shall not apply to restrictions in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Subsidiary, or that is assumed in connection with a Permitted Acquisition or other Investment permitted hereunder, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the granting properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender; and (x) the foregoing shall not apply to customary restrictions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; provided, further, that this Section 7.09 shall not apply (i) to a leasehold mortgage thereonBank Regulated Subsidiary to the extent that any such restriction, prohibition or condition is imposed by a Governmental Authority in connection with the ordinary course of business of such Bank Regulated Subsidiary, (ii) to the Company or any Subsidiary in connection with any agreements evidencing a Permitted Factoring Transaction, (iii) to the Company or any Subsidiary in connection with a Permitted Securitization Transaction; provided that, in the case of this clause (iii), the same extend only to the related Securitization Assets and the Equity Interests of the relevant Permitted Securitization Entity, or (iv) to any Permitted Securitization Entity in connection with any agreements evidencing a Permitted Securitization Transaction.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Credit Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) limits the ability (i) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to (directly or other distributions indirectly) or to make or repay loans or advances to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) Guarantee the Obligations of any Subsidiary to Guarantee Loan Party under the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, Credit Documents or (ivb) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral AgentLenders with respect to the Obligations under the Credit Documents; providedprovided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations that: (i) (x) exist on the Effective Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, howeverare set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (iii) represent Indebtedness of a Restricted Subsidiary that this clause is not a Loan Party that is permitted by Section 7.03; (iv) shall not prohibit are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(b), (i), (j), (l), (m), (p), (s), (t)(i), (t)(ii), (u), (aa), (bb), (cc), (ff), (gg) and (ll) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets subject to such Disposition; (v) are customary provisions in joint venture agreements, stockholders agreements and other similar agreements applicable to joint ventures and other Investments constituting Permitted Investments or otherwise permitted under Section 7.06 and applicable solely to such joint venture or other Investment; (vi) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 but solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of any Term Loan Refinancing Debt, permit the Liens securing the Obligations; (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g), (hn)(i), (r), (t) or (x) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisitionrefinancing or refunding Indebtedness originally incurred under Sections 7.03(e), (j) g), (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debtn)(i), (r) or (kt)) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is property or assets securing such Indebtedness; or in the case of Section 7.03(g), to be sold and the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (zix) clause (a)(iv) of this Section shall not apply to are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or any Restricted Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in leases restricting the assignment thereof ordinary course of business; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are customary restrictions contained in any Senior Notes Indenture, any of the Senior Notes and any Refinancing Indebtedness in respect of any of the foregoing; (xiii) arise in connection with cash or other deposits permitted under Section 7.01 or the granting definition of “Permitted Investments,” and limited to such cash or deposits; or (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Effective Date and permitted under Section 7.03 that are, taken as a leasehold mortgage thereonwhole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Parent Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, Except as provided herein or permit to exist any Contractual Obligation (other than this Agreement or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewal or replacement of any such Indebtedness that is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) that restricting the ability of any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (after giving effect to the applicable anti-assignment provisions of the UCC and/or any other applicable Requirement of Law), except restrictions: (a) limits the ability set forth in any agreement governing (i) Indebtedness of any a Restricted Subsidiary to make Restricted Payments or other distributions to any that is not a Loan Party or to otherwise transfer property to or invest in a Loan Partypermitted by Section 6.01, (ii) of any Subsidiary Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to Guarantee the Secured Obligations, Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (l), (r), (s), (t), (u) and/or (cc) of Section 6.01), (r), (s), (t), (u) and/or (cc) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Subsidiary Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to make transfer or repay loans grant of, any option or right with respect to a Loan Partyany assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (iv) including the Capital Stock of the Loan Parties relevant Person or any Subsidiary to create, incur, assume Persons) and/or property so acquired and was not created in connection with or suffer to exist Liens on property in anticipation of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (solely to or all or substantially all of the extent any such negative pledge relates to assets thereof) that restricts the property financed by payment of dividends or other distributions or the subject making of cash loans or advances by such Indebtedness), Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g)) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (solely to i) set forth in documents which exist on the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), Closing Date; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement or arrangement relating to any Banking Services and/or any other obligation of the type permitted under Section 6.01(e); (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement or that would result in the occurrence of the Termination Date; (n) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower and/or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; (o) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation (not relating to Indebtedness for borrowed money) that is entered into in the ordinary course of business; (p) any restriction created in connection with any factoring program implemented in the ordinary course of business, so long as such negative pledge permits Liens in accordance with Section 7.01(p) and the case of any intercreditor agreement applicable to prohibition on Liens, the Permitted Senior Debt) or (k) (relevant restriction relates solely to assets subject to such factoring program and the extent Capital Stock of any Person participating in such negative pledge relates to the property financed by or the subject of such Indebtednessfactoring program; and/or (q) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawany amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (ya) through (p) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the foregoing shall not apply good faith judgment of the Borrower, more restrictive with respect to customary restrictions and conditions contained such restrictions, taken as a whole, than those in agreements relating existence prior to the sale of a Subsidiary permitted hereunder pending such saleamendment, providedmodification, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof restatement, renewal, increase, supplement, refunding, replacement or the granting of a leasehold mortgage thereonrefinancing.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any a Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party the Borrower or to otherwise transfer property to or invest in a Loan Partythe Borrower, (ii) of any a Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make the Borrower or repay loans to a Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, provided that this clause (iviii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 6.01 or 6.03(d) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness)Indebtedness or (y) customary restrictions contained in leases, (g)subleases, (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (licenses or asset sale arrangements otherwise permitted hereunder so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (restrictions relate solely to the extent any such negative pledge relates assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property financed by or the (including a Subsidiary) that is subject of such Indebtedness) of Section 7.03to that transaction; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to customary restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the sale of a Subsidiary permitted hereunder pending such sale, provided, extent that such restrictions and conditions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that is to be sold are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (zi) clause (a)(iv) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonbusiness.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Subsidiary Guarantor or to otherwise transfer property to or invest in the Borrower or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Loan PartySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary to Guarantee the Secured Obligations, Obligations of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Sections 7.02(f) or (eg) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) Indebtedness or (kB) (solely to customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the extent any such negative pledge relates to ordinary course of business and consistent with past practices, which restrict the property financed by transfer, assignment or the subject of such Indebtedness) of Section 7.03encumbrance thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonObligations.

Burdensome Agreements. Enter into, permit any Subsidiary to (a) No Obligor shall (and the Company shall ensure that no member of the Group will) enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability ability: (i) of any Subsidiary of the Company to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, the Company; (ii) of any Subsidiary of the Company to Guarantee guarantee the Secured Obligations, Financial Indebtedness of the Borrowers under the Finance Documents; or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) member of the Loan Parties or any Subsidiary Group to create, incur, assume or suffer to exist Liens Security on property of such Person in favor person to secure the obligations of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted Obligors under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or Finance Documents, (b) requires the grant Paragraph (a) of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing this Clause 21.16 shall not apply to restrictions and conditions imposed by applicable Law, any Contractual Obligation: (yi) set out in this Agreement or any other Finance Document; (ii) on subletting or assignment of any leases or licenses of any member of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Group or on the sale assignment of a Contractual Obligation or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the ordinary course of business; (iii) set out in Contractual Obligations for the disposal of assets (including any Equity Interests in any Subsidiary permitted hereunder pending such sale, provided, of the Company) of any member of the Group provided that such restrictions and conditions apply only to the assets or Subsidiary of the Company that is to be sold and sold; (ziv) clause set out in the Farm Agreement; (a)(ivv) set out in any Contractual Obligation governing Financial Indebtedness permitted under sub-paragraphs (ii), (iv), (vi), (x), (xiii), (xv) or (xviii) of paragraph (b) of Clause 21.14 (Financial Indebtedness); (vi) with respect to cash or other deposits (including escrowed funds) received by any member of the Group in the ordinary course of business and assets subject to Security permitted by sub-paragraphs (ii), (v), (vi), (viii), (x), (xi), (xii), (xiv), (xx), (xxii) or (xxvii) of paragraph (b) of Clause 21.3 (Negative pledge); (vii) set out in joint venture agreements or other similar agreements concerning joint ventures and applicable solely to such joint venture; (viii) set out in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition or a Subsidiary of the Company existing at the time such Subsidiary of the Company is merged, consolidated or amalgamated with or into, or acquired by, any member of the Group or becomes a Subsidiary of the Company and, in each case, not in contemplation thereof; (ix) contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to which any member of the Group is a party and entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of any member of the Group that are the subject of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and does not extend to any other asset or property of any member of the Group or the assets or property of any other Subsidiary; (x) (A) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Security in, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by this Section shall not apply Agreement (so long as such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Security), (B) contained in mortgages, pledges or other security agreements securing Financial Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of any member of the Group, (D) pursuant to customary provisions in any swap or derivative transactions (including any Swap Agreement), (E) pursuant to customary provisions in leases restricting or licenses of intellectual property (or in other contracts governing intellectual property rights) and other similar agreements entered into in the assignment thereof ordinary course of business, (F) pursuant to customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group to meet their ongoing obligations or (G) on cash or other deposits imposed by customers under contracts entered into in the granting ordinary course of business; (xi) customary restrictions and conditions contained in the document relating to Security permitted under this Agreement, so long as (1) such restrictions or conditions relate only to the specific asset subject to such Security, and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Clause 21.16; or (xii) customary restrictions required by, or arising by operation of law under, applicable law, rule or regulation to the extent contained in a leasehold mortgage thereondocument relating to the Equity Interests or governance of any Foreign Subsidiary that is not a Borrower.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Subsidiary of the Borrower to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor which is a Subsidiary of the Borrower or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Guarantor, except for any agreement in effect (i) on the date hereof, (ii) of at the time any Subsidiary to Guarantee becomes a Subsidiary of the Secured ObligationsBorrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) representing Indebtedness of any a Subsidiary to make or repay loans to of the Borrower which is not a Loan PartyParty which is permitted by Section 7.03, or (iv) in connection with any Disposition permitted by Section 7.05, and (b) of the Loan Parties Borrower or any Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral Agent; provided, however, that this clause Lenders with respect to the Facilities and the Obligations or under the Loan Documents except for (ivi) shall not prohibit any negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 but solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness)Indebtedness or (ii) customary restrictions on leases, (g)subleases, (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (licenses or asset sale agreements otherwise permitted hereby so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions may relate to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the assets subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonthereto.

Burdensome Agreements. Enter intoAfter the date of this Agreement, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than (x) this Agreement or any other Loan DocumentDocument and (y) Permitted Debt Restrictions) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor to secure any of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; Loan Documents or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or amend any Contractual Obligation existing on the date of this Agreement so as to impose or make more restrictive such a limitation, in each case other than the following: (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness; provided, that (xB) the foregoing shall not apply to Swap Contracts and any Guarantee in respect of such Swap Contracts; (C) any encumbrances or restrictions and conditions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any encumbrances or restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business; (F) any restrictions in a Contractual Obligation incurred in the ordinary course of business and on customary terms which prohibit transfer of assets subject of the applicable LawContractual Obligation; (G) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; (yH) the foregoing shall not apply to customary any restrictions and conditions contained in agreements related to Indebtedness permitted by Section 7.03(e), (m) or (n); and (I) any restriction contained in a Contractual Obligation relating to the sale property, an interest in which has been Disposed of to a Subsidiary permitted hereunder pending such saleRoyalty Trust, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this in accordance with Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.05.

Burdensome Agreements. Enter intoCxxxxxxxx will not, nor will it cause or permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or that limits in any other Loan Document) that (a) limits material manner the ability (ia) of any Subsidiary to make Restricted Payments or other distributions to Cxxxxxxxx, (b) of any Loan Party or Subsidiary to otherwise transfer property to Cxxxxxxxx or invest in a Loan Party, (iic) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Cxxxxxxxx or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided(other than, however, that this (i) with respect to clause (iva), (A) shall not prohibit any negative pledge incurred agreement or provided instrument of a Person acquired by Cxxxxxxxx or any of its Subsidiaries as in favor effect at the time of any holder of Indebtedness permitted under and in accordance with clauses such acquisition (e) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, (B) any agreement for the sale or other Disposition of assets, to the property financed extent such sale is permitted pursuant to Section 7.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or the subject of such Indebtednessother Disposition, and (C) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(c), and (ii) with respect to clauses (b) and (c), (g)A) Contractual Obligations entered into in connection with Permitted Liens, (hB) (solely to customary non-assignment provisions in leases, licenses and other contracts otherwise permitted by this Agreement and entered into in the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (ordinary course of business so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions relate only to the Permitted Senior Debtassets subject thereto, (C) any agreement or instrument of a Person acquired by Cxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (k) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the property financed by extent such sale or the subject of such Indebtedness) of Disposition is permitted pursuant to Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided7.05, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to contains customary restrictions and conditions contained in agreements relating to the pending its sale of or other Disposition, including restrictions on distributions by a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold its sale or other Disposition and (zE) clause (a)(iv) of this customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.03(c)).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document or any First Lien Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (excluding the Agreement, the other than Loan Documents and any document or agreement relating to the Senior Unsecured Notes or the Subordinated Debt and any refinancings thereof permitted under this Agreement or any other Loan Document(the “High Yield Documents”)) so long as such provisions in such High Yield Documents are similar to those provisions found in similar transactions) that (a) limits the ability (i) of any Loan Party or Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party or another Restricted Subsidiary or to otherwise make Investments in or transfer property to any Loan Party or invest in a Loan PartyRestricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of any Loan Party or Restricted Subsidiary or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Party or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentAdministrative Agent as required by the Loan Documents or to any other Person in connection with any refinancing or renewal of the Loan Documents; provided, however, that this clause (iviii) shall not prohibit (1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Section 7.03(c), (e), (f), (g) or (p) and Indebtedness incurred in connection with any Sale/Leaseback Transaction solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) Indebtedness or (k2) (solely to customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements or provisions in licenses, easements or leases, in each case entered into in the extent any such negative pledge relates to ordinary course of business and consistent with past practices, which restrict the property financed by transfer, assignment or the subject of such Indebtedness) of Section 7.03encumbrance thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided. Notwithstanding the foregoing, that the Loan Parties and Restricted Subsidiaries may be subject to Contractual Obligations specified in clause (xa) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating above to the sale of a Subsidiary permitted hereunder pending such sale, provided, that extent such restrictions and conditions apply only to exist on the Subsidiary that is to be sold and (z) clause (a)(iv) Fifth Amendment Effective Date or constitute an extension, renewal or replacement of this Section shall not apply to customary provisions in leases restricting any Contractual Obligation existing on the assignment thereof or the granting of a leasehold mortgage thereonFifth Amendment Effective Date.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Credit Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) limits the ability (i) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to (directly or other distributions indirectly) or to make or repay loans or advances to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) Guarantee the Obligations of any Subsidiary to Guarantee Loan Party under the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, Credit Documents or (ivb) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral AgentLenders with respect to the Obligations under the Credit Documents; providedprovided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations that: (i) (x) exist on the Fourth Restatement Effective Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, howeverare set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (iii) represent Indebtedness of a Restricted Subsidiary that this clause is not a Loan Party that is permitted by Section 7.03; (iv) shall not prohibit are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(b), (i), (j), (l), (m), (p), (s), (t)(i), (t)(ii), (u), (aa), (bb), (cc), (ff), (gg) and (ll) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets subject to such Disposition; (v) are customary provisions in joint venture agreements, stockholders agreements and other similar agreements applicable to joint ventures and other Investments constituting Permitted Investments or otherwise permitted under Section 7.06 and applicable solely to such joint venture or other Investment; (vi) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 but solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of any Term Loan Refinancing Debt, permit the Liens securing the Obligations; (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g), (hn)(i), (r), (t) or (x) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisitionrefinancing or refunding Indebtedness originally incurred under Sections 7.03(e), (j) g), (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debtn)(i), (r) or (kt)) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is property or assets securing such Indebtedness; or in the case of Section 7.03(g), to be sold and the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (zix) clause (a)(iv) of this Section shall not apply to are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or any Restricted Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in leases restricting the assignment thereof ordinary course of business; (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) are customary restrictions contained in any Senior Notes Indenture, any of the Senior Notes and any Refinancing Indebtedness in respect of any of the foregoing; (xiii) arise in connection with cash or other deposits permitted under Section 7.01 or the granting definition of “Permitted Investments,” and limited to such cash or deposits; or (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Effective Date and permitted under Section 7.03 that are, taken as a leasehold mortgage thereonwhole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Parent Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

Burdensome Agreements. Enter intoThe Borrower shall not, nor shall the Borrower permit any Subsidiary of the Subsidiaries to, and each Project Guarantor shall take all Relevant Member Action, subject to the proviso at the end of Article VII, to cause each Project Company not to, enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) limits the ability (i) of any Subsidiary of the Borrower or any Project Company to make Restricted Payments to the Borrower or other distributions to any Project Guarantor or (b) any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral AgentAgents and/or Lenders with respect to the Facilities and the Obligations or under the Loan Documents; providedprovided that (I) with respect to such limitations on the Project Guarantors and Project Companies, howeverthe foregoing clauses (a) and (b), and with respect to the limitations on the Borrower set forth in the foregoing clause (b) as it pertains to the Equity Interests that this Borrower holds in any Loan Party, shall not, in each case, apply to Contractual Obligations imposed on such parties under the Project Company Operating Agreements or Project Company Guarantees in each case in effect on the Closing Date and (II) with respect to the limitations on the Operating Guarantors and Other Subsidiaries, the foregoing clauses (a) and (b), and with respect to the limitations on the Borrower, the foregoing clause (a), shall not, in each case, apply to Contractual Obligations which (i) exist on the Closing Date and are listed on Schedule 7.09 hereto, (ii) are binding on a Subsidiary that becomes a Subsidiary after the Closing Date at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of an Other Subsidiary incurred after the Closing Date which is permitted by Section 7.03, (iv) shall with respect to clause (b) only, arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, but in each case, not prohibit any the proceeds of such Disposition, (v) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.03(2) (but solely to the extent any such negative pledge and restriction relates to the property financed by or such Indebtedness after the subject of such Indebtedness)Closing Date, (g)vi) are customary restrictions on leases, (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)subleases, (j) (licenses or asset sale agreements otherwise permitted hereby so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions relate to the Permitted Senior Debtassets subject thereto after the Closing Date, (vii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(2)(e) or (k2)(g) (solely and to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is property or assets securing such Indebtedness or to be sold and the Subsidiaries incurring or guaranteeing such Indebtedness, (zviii) clause (a)(iv) of this Section shall not apply to are customary provisions in leases restricting the subletting or assignment thereof or the granting of any lease governing a leasehold mortgage thereoninterest of the Borrower or any such Subsidiary, (ix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) limits the ability (i) of any Subsidiary Non-Loan Party to make Restricted Payments to (directly or other distributions indirectly) or to make or repay loans or advances to any Loan Party or to otherwise transfer property to or invest in a (b) any Loan Party, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral AgentLenders with respect to the Obligations under the Loan Documents; provided, however, provided that this clause the foregoing clauses (iva) and (b) shall not prohibit apply to Contractual Obligations that: (a) (x) exist on the date hereof and (y) to the extent set forth in an agreement governing or evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation; (b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary becomes or is designated as a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary; (c) are imposed by agreements governing or evidencing Indebtedness of a Non-Loan Party that is permitted by Section 7.03; (d) are required, by or pursuant to, applicable Laws and/or imposed by a Governmental Authority or pursuant to any enforcement action by any Governmental Authority; (e) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (i), (j), (l), (m), (o), (r), (t), (u), (x), (y), (z), (aa), (bb), (dd), (ee), (ff), (gg), (hh), (ii), (jj), (mm), (nn), (pp), (qq), (rr), (ss), (tt), (uu), (xx) or (yy) or any document in connection therewith; provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets subject to such Disposition; (f) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures (including Joint Ventures) and non-Wholly Owned Subsidiaries permitted under Section 7.02 and applicable solely to such Person entered into in the ordinary course of business; (g) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 but solely to the extent any such negative pledge relates to the specific property financed by or the subject of such IndebtednessIndebtedness and the proceeds and products thereof; (h) are customary restrictions on leases, subleases, licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Sections 7.03(b), (c), (e), (g), (h), (k), (m), (n), (o)(i), (p), (q), (r), (s), (t), (u), (y), (aa), (bb), (cc), (dd), (ee), (ff) or (solely gg) to the extent any that such negative pledge relates restrictions apply only to the Subsidiary acquired pursuant to a Permitted Acquisition), property or assets securing such Indebtedness; (j) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (k) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (l) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (m) are customary restrictions in any documentation governing any Existing Secured Notes, Incremental Equivalent Debt or any Refinancing Equivalent Debt or any Permitted Refinancing of any of them; (n) arise in connection with cash or other deposits permitted under Section 7.01; (o) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, at the time such agreement is entered into, taken as a whole, in the good faith judgment of the Borrower, not materially more restrictive with respect to the Borrower or any Restricted Subsidiary than (x) customary market terms for Indebtedness of such type or (y) the restrictions contained in this Agreement, so long as the Borrower shall have determined in good faith that such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by restrictions will not affect its obligation or the subject ability of the Loan Parties to make any payments or grant any Liens required hereunder; (p) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such IndebtednessRestricted Subsidiary) as a Captive Insurance Subsidiary; (q) are contracts or agreements for the sale or Disposition of Section 7.03; assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or (b) requires Disposition of the grant of a Lien to secure an obligation Equity Interests or assets of such Person if a Lien is granted Subsidiary; (r) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or (s) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to secure another obligation of in clauses (a) through (r) above; provided that such Person; providedamendments, that modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawpermitted hereunder or under any other Loan Document, (y) the foregoing shall not apply to on customary restrictions and conditions contained in agreements relating to the sale market terms for contracts, obligations or instruments of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and type or (z) clause (a)(iv) in the good faith judgment of this Section shall not apply the Borrower, no more restrictive in any material respect with respect to customary provisions such restrictions than those contained in leases restricting the assignment thereof such contracts, instruments or the granting of a leasehold mortgage thereonobligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) encumbers or restricts the ability of any Subsidiary such Person to (A) pay dividends or make Restricted Payments or any other distributions to any Loan Party on its Capital Stock or with respect to otherwise transfer property any other interest or participation in, or measured by, its profits, (B) pay any Indebtedness or other obligation owed to or invest in a any Loan Party, (C) make loans or advances to any Loan Party or (ii) prohibits or otherwise restricts the existence of any Subsidiary to Guarantee Lien upon the Secured ObligationsProperty, (iii) whether now owned or hereafter acquired, of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person Party in favor of the Collateral AgentAdministrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations or (D) grants a Lien on any real property or real property interest owned or leased by any Loan Party; provided, however, that this clause the foregoing clauses (ivi) and (ii) shall not prohibit apply to Contractual Obligations which: (a) arise in connection with this Agreement and the other Loan Documents; (b) arise pursuant to customary restrictions and conditions contained in any negative pledge incurred or provided in favor agreement relating to the sale of any holder of Indebtedness Property permitted under Section 7.05 pending the consummation of such sale; (c) are customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (d) are customary provisions in joint venture agreements and in accordance with clauses other similar agreements applicable to joint ventures permitted under this Agreement; (e) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (solely f) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (g) relate to cash or other deposits permitted under this Agreement; (h) (i) exist on the date hereof and (to the extent any such negative pledge relates not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (ii) to the property financed extent Contractual Obligations permitted by clause (i) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or the subject refinancing of such IndebtednessIndebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (i) [reserved]; (j) arise in connection with restrictions and conditions on any Foreign Subsidiary organized under the laws of the People’s Republic of China or any state or other political subdivision thereof; (k) arise in connection with any document or instrument governing Indebtedness incurred pursuant to clauses (b), (d), (e), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisitionj), (j) m), (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debtq) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtednessr) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of , provided that any such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions restriction contained in agreements relating therein relates only to the sale asset to which such Indebtedness is related; and (l) arise in connection with any Indebtedness of a Subsidiary which is not a Loan Party which is permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this by Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.03.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or Agreement, any other Loan DocumentDocument or the Indenture governing the New Notes) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Company or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Company or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrowers or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j), 7.02(l), 7.02(m) or 7.02(o), in accordance with clauses (e) (each case solely to the extent any such negative pledge relates to the property financed by by, securing or otherwise the subject of such Indebtedness), Indebtedness or (g), (hB) (solely restrictions on the encumbrance of specific property encumbered to the extent any such negative pledge relates secure payment of particular permitted Indebtedness or to the Subsidiary acquired be sold pursuant to an executed agreement with respect to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject sale of such Indebtedness) of Section 7.03assets; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the . The foregoing provision shall not apply to encumbrances or restrictions and conditions imposed existing under or by reason of: (a) applicable Lawlaw, rule, regulation or order (including agreements with regulatory authorities), (yb) the foregoing shall not apply to customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Equity Interests of such Restricted Subsidiary, (d) customary provisions in joint venture agreements, financing agreements related to Joint Ventures, and conditions contained other similar agreements relating solely to the securities, assets and revenues of Joint Ventures or other business ventures, (e) restrictions on transfer (including negative pledge provisions) set forth in any agreements relating to the sale of a Subsidiary any Investment permitted hereunder pending such sale, provided, that (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to the provisions of any credit facility entered into by such fund), (f) any provisions existing under, by reason of or with respect to Indebtedness of any Foreign Subsidiary and conditions apply applicable only to the Subsidiary Foreign Subsidiaries, (g) any provisions of or relating to any Performance Contingent Obligation (including without limitation any completion guarantee), (h) any Contractual Obligation that is reasonably determined by the Company not to be sold and materially adversely affect the ability of the Company to perform its obligations under the Loan Documents, or (zi) clause (a)(iv) of any Contractual Obligation existing on the Closing Date or otherwise permitted under this Section shall 7.09 (and any amendment, restatement, refinancing, replacement or other modification thereof so long as any change to the provisions relevant to this Section 7.09 are not apply more adverse to customary provisions the interests of the Lenders in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonany material respect).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party or to otherwise transfer property to the Borrower or invest in a any Loan Party, (ii) of any U.S. Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower hereunder or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on the property of such Person in favor of the Collateral Agentintended to constitute Collateral; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.03(e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, in the case of each of clauses (a) and (b), other than Contractual Obligations: (a) set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that (x) the foregoing shall is not apply to restrictions and conditions imposed a Loan Party permitted by applicable LawSection 7.03, (yii) Indebtedness permitted by Section 7.03 that is secured by a Permitted Lien if the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply relevant restriction applies only to the Subsidiary that is Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to be sold secure such Indebtedness and (ziii) clause Indebtedness permitted pursuant to clauses (a)(ive) and/or (w) of Section 7.03 (including any refinancings or replacements of any of the foregoing); (b) that are or were created by virtue of any Lien granted upon, Disposition of, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Section shall not apply Agreement; provided that such Lien is only on or with respect to the property, assets or Equity Interests subject to such Disposition, transfer, agreement to transfer or option or right; (c) arising under or as a result of applicable Law or the requirements of any Governmental Authority or the terms of any license, authorization, concession or permit obtained in the ordinary course of business; (d) arising under customary non-assignment provisions with respect to assignments, leases, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements, in each case entered into in the ordinary course of business; (e) imposed by customary provisions in leases restricting the assignment thereof partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable solely to such partnership, limited liability company or joint venture; (f) that are assumed in connection with any acquisition of property or the granting Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Equity Interests of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (g) set forth 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 by such Restricted Subsidiary pending such Disposition; (h) set forth in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a leasehold mortgage thereonPerson other than on a pro rata basis; (i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof and which are set forth on Schedule 7.09; (j) on cash, other deposits or net worth or similar restrictions imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (k) arising in any Swap Contract and/or any agreement relating to any Swap Obligation or obligations of the type referred to in Section 7.03(d); (l) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred hereunder if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (m) relating to any asset (or all of the assets) of and/or the Equity Interests of any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Equity Interests of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; and (o) 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 (n) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing are, in the reasonable judgment of the Borrower, not materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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 PartyDocument and, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent pertaining to any such negative pledge relates to the property financed by or the subject of such Indebtedness)Receivables Co., any Permitted Securitization Transaction) that: (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (ba) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor other than customary restrictions required in connection with (x) financings permitted by this Agreement, the foregoing shall not apply limitations of which are no more restrictive than the corresponding limitations applicable to restrictions the Borrower hereunder, and conditions imposed by applicable Law, (y) Dispositions permitted by this Agreement and which limitations cover only such assets or Person(s) which are the foregoing subject matter of such Dispositions and, prior to such Disposition, permit the Liens granted under the Loan Documents therein, and (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not apply to customary restrictions and conditions prohibit: (A) a negative pledge contained in agreements relating either (x) Indebtedness of any Restricted Subsidiary as of the date it becomes a Restricted Subsidiary of the Borrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the date hereof and listed on Schedule 8.03, in each case so long as such provision does not impair or conflict with any Security Instrument or with Section 7.12 hereof; (B) provisions limiting Liens on property as may be contained in the terms of any Indebtedness permitted under Section 8.03(e) or (f) solely to the sale of a Subsidiary permitted hereunder pending extent any such sale, provided, that such restrictions and conditions apply only limitations relates to the Subsidiary that is property financed by or the subject of such Indebtedness; (C) provisions limiting Liens on property, and only on such property, subject to be sold a prior Lien permitted under Section 8.01(c), (d), (e), (f), (i), (k), (o), (p) and (zr); and (D) clause (a)(iv) such provisions as may be contained in any refinancing or replacing Indebtedness permitted under Section 8.03, provided that the terms of this Section such provisions shall not apply be no less favorable to customary provisions the Administrative Agent and the Lenders as were contained in leases restricting the assignment thereof Indebtedness being refinanced or the granting of a leasehold mortgage thereonreplaced.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Restricted Subsidiary becomes a Loan PartyRestricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Obligations of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Sections 7.02(f) or (eg) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) Indebtedness or (kB) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary non-assignment provisions in leases restricting purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment thereof or the granting of a leasehold mortgage thereonencumbrance thereof.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement that encumbers or any other Loan Document) that (a) limits restricts the ability (i) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party or Material Foreign Subsidiary to otherwise transfer property (i) make Restricted Payments to or invest in a any Loan Party, (ii) of pay any Subsidiary Indebtedness owed to Guarantee the Secured Obligationsany Loan Party, (iii) transfer any of its property to any Subsidiary to make or repay loans to a Loan Party, or (iv) pledge its Collateral pursuant to the Loan Documents or (v) act as a Loan Party pursuant to the Loan Documents, except (in respect of any of the Loan Parties or any Subsidiary matters referred to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ei)-(v) above) for (solely to 1) this Agreement and the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness)other Loan Documents, (g), (h2) (solely to the extent any such negative pledge relates to the Subsidiary acquired document or instrument governing Indebtedness incurred pursuant to a Permitted Acquisition)Section 8.03, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, provided that (x) with respect to Indebtedness incurred pursuant to Section 8.03(e) such restriction contained therein relates only to the foregoing shall not apply to restrictions asset or assets constructed or acquired in connection therewith and conditions imposed by applicable Law, (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 foregoing shall not apply 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 contained in agreements any agreement relating to the sale of a Subsidiary any property permitted hereunder under Section 8.05 pending the consummation of such sale, provided(5) anti-assignment provisions in government contracts, that or 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 apply only 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 Subsidiary that is to be sold 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 (z14) clause (a)(iv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of such Person becoming a leasehold mortgage thereonSubsidiary.

Burdensome Agreements. Enter into, The Borrower will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the right (a) limits the ability (i) of any such Subsidiary to make Restricted Payments Distributions to the Borrower or other distributions to any Loan Party Subsidiary Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Subsidiary Guarantor, (iib) of any Subsidiary of the Borrower to Guarantee guarantee the Secured Obligations, (iii) Indebtedness of any Subsidiary to make or repay loans to a Loan Party, the Borrower or (ivc) of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person Person, in favor each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the Collateral Agentsale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 7.5(k)), and any document or instrument evidencing or granting any such Permitted Liens; provided, however, that this clause (iv) shall any Contractual Obligation relating to Indebtedness permitted pursuant to Section 7.6 (including Liens permitted pursuant to Section 7.5) to the extent, in the good faith judgment of the Borrower, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Borrower has determined in good faith that such restrictions would not prohibit reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Borrower and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.6(c) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (hvii) (solely restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall sale or other disposition of such property or Person is not apply to restrictions prohibited by this Agreement and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply relate only to the Subsidiary that is property or Person to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonotherwise disposed of.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document or any other Term Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.1, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to, or other distributions to any Loan Party or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement (A) in effect on the date hereof and set forth on Schedule 7.9, (B) in effect at the time any Subsidiary becomes a Loan PartyRestricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (C) relating to Indebtedness permitted to be incurred under Sections 7.2(f), (h) or (to the extent not more restrictive than the similar provisions in this Agreement), (i), or (D) that is a Material Contract and contains rights described in the proviso to the definition of “Liens” hereunder, to the extent such rights would have otherwise violated this clause (i), (ii) of any Restricted Subsidiary to Guarantee the Secured ObligationsIndebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.2, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit (S) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (T) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.2(e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)U) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts, (hV) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, which restrict the transfer, assignment or encumbrance of the assets subject thereto, (solely W) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary or license or sublicense of a Restricted Subsidiary (other than any lease with the PBF Energy Company Group); (X) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in the ordinary course of business (other than the Material Contracts to the extent in a manner that would have an adverse effect on the rights of the Secured Parties in the Collateral); (Y) any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant holder of a Lien to secure an obligation permitted by Section 7.1 restricting the transfer of such Person if a Lien is granted to secure another obligation of such Personthe property subject thereto; provided, that and (xZ) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted hereunder under Section 7.5 pending the consummation of such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Company or any other distributions to any Loan Party or to otherwise transfer property to the Company or invest in a any other Loan Party, except in each case for any agreement in effect on the date hereof and set forth on Schedule 7.09, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Company or any other Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Personthe Obligations; provided, however, that (x) the foregoing this Section 7.09 shall not apply to restrictions and conditions imposed prohibit any restriction or requirement existing under or by reason of (i) applicable Law, (yii) any agreement relating to secured Indebtedness permitted under Section 7.03(g) to the foregoing shall not apply to customary restrictions and conditions contained in agreements extent relating to the sale property financed by or the subject of such Indebtedness, (iii) any agreement relating to secured Indebtedness permitted under Section 7.03(h) if such agreement (x) exists at the time the applicable Person becomes a Subsidiary permitted hereunder pending of the Company, (y) is not entered into solely in contemplation of such sale, provided, that such restrictions and conditions apply only to Person’s becoming a Subsidiary of the Subsidiary that is to be sold Company and (z) clause does not extend to the assets of any Person other than the Person becoming a Subsidiary of the Company, (a)(iviv) any negative pledge or and restriction on Liens in favor of this any holder of Indebtedness permitted under Section shall 7.03 if the terms of such Indebtedness expressly permit Liens for the benefit of the Lenders with respect to the Obligations on a senior basis and do not apply require that such holders of such Indebtedness be secured by such Liens equally and ratably and (v) customary non-assignment provisions with respect to customary provisions in leases restricting the assignment thereof or the granting licensing agreements entered into by any Borrower or any of a leasehold mortgage thereonits Subsidiaries.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any Subsidiary (excluding any Excluded Subsidiary) to, be a party to enter into, or permit to exist any Contractual Obligation (other than (x) this Agreement or any other Loan DocumentDocument and (y) any financial covenant in any other agreement evidencing Indebtedness permitted hereunder) that (a) limits the ability (i) of any Subsidiary to (a) make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to make an equity investment in the Borrower or invest in a Loan Partyany Guarantor, (iib) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor to secure any of the Collateral Agent; providedObligations or Guaranteed Obligations, however(c) transfer property of such Person to the Borrower or any Guarantor or (d) guarantee any of the Obligations or Guaranteed Obligations, that this except for: (i) any restriction in effect on the date hereof and set forth on Schedule 8.07; (ii) any restriction in effect at the time any Person becomes a Subsidiary (including in connection with a Permitted Acquisition) and not entered into in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions of the type described in clause (ivb) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness obligations secured by a Lien permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates Section 8.01 that are applicable to the property financed by or the subject of to such Indebtedness), Liens; (g), (hiv) (customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)joint venture; (v) customary restrictions in leases, (j) (subleases, licenses or asset sale agreements otherwise permitted hereunder so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (restrictions relate solely to the extent assets or entities subject thereto; (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any such negative pledge relates to Subsidiary, and any customary provisions restricting assignment of any other agreement entered into in the property financed ordinary course of business by the Borrower or the subject of such Indebtednessany Subsidiary; (vii) of Section 7.03; restrictions on cash or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions other deposits imposed by applicable Law, customers under contracts entered into in the ordinary course of business and not otherwise prohibited hereunder; (yviii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Indebtedness of a Subsidiary that is not a Guarantor that, in the good faith judgment of the Borrower, are customary for financings of such type or that are reasonably required to obtain such financing; (ix) restrictions that relate to assets or a Subsidiary to be sold of pending the closing of the sale of such assets or Subsidiary; (x) restrictions that arise solely as a Subsidiary permitted hereunder pending such saleresult of a Requirement of Law; (xi) customary net worth provisions contained in real property leases entered into by the Borrower and the Subsidiaries in the ordinary course of business, provided, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations; (xii) restrictions contained in agreements and conditions apply instruments governing Indebtedness permitted pursuant to Section 8.05 incurred by Foreign Subsidiaries (to the extent applicable only to the Subsidiary that is Foreign Subsidiaries obligated with respect to be sold and such Indebtedness); and (zxiii) clause restrictions arising from amendments, replacements or renewals of any agreement containing restrictions described in clauses (a)(ivi) through (xii) above that, in the good faith judgment of this Section shall the Borrower, are not apply to customary provisions in leases restricting materially more restrictive than the assignment thereof or the granting of a leasehold mortgage thereonrestrictions being replaced.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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 any Loan Party, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Material Domestic Subsidiary to Guarantee the Secured Obligations, Obligations or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person in favor of securing the Collateral AgentObligations; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant by a Loan Party of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that this clause (xb) shall not prohibit any Contractual Obligation in any instrument or agreement governing any Indebtedness incurred pursuant to Section 7.02(j) requiring the grant by a Loan Party of a Lien to secure such Indebtedness if a Lien is granted to secure another obligation of such Person (other than the Obligations); provided, further, that the foregoing shall not apply to restrictions Contractual Obligations which (A) are customary provisions in joint venture agreements and conditions imposed by other similar agreements applicable Lawto joint ventures permitted under Section 7.03 and applicable solely to such joint venture, (yB) the foregoing shall not apply to are customary restrictions and conditions contained in agreements relating on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the sale assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of a any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the Disposition of any assets or any Subsidiary permitted hereunder pending by Section 7.05, provided that the restrictions in any such sale, provided, that such restrictions and conditions contracts shall apply only to the such assets or Subsidiary that is to be sold Disposed of, (E) are customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are limitations imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness permitted hereunder if such limitation applies only to the assets or property of such Subsidiary securing such Indebtedness, (G) are in effect at the time any Person becomes a Subsidiary and not created in anticipation thereof, (H) (x) exist on the date hereof and are identified on Schedule 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligations, (I) are restrictions contained in the terms of any Indebtedness permitted hereunder or any agreement pursuant to which such Indebtedness was issued if (x) such restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (y) such restriction is not materially more disadvantageous to the borrower of such Indebtedness than is customary in comparable financings (as determined by the Borrower in good faith) and (z) clause the Borrower determines that any such restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans, (a)(ivJ) are provisions imposed by any instrument or agreement governing Indebtedness of this any Subsidiary that is not a Loan Party which is permitted by Section shall not apply to customary provisions in leases restricting the assignment thereof 7.02 or the granting of a leasehold mortgage thereon(K) arise under applicable law.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; Person, provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(g) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that except, in each case, for any agreement in effect (x1) on the foregoing shall not apply to restrictions date hereof and conditions imposed by applicable Lawset forth on Schedule 7.09, (y2) at the foregoing shall time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not apply entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower and so long as such agreement does not constitute a Prohibited Covenant, (3) in connection with customary non-assignment provisions of contracts governing leasehold interests, and (4) with respect to customary any Indebtedness mentioned in the preceding clauses (1) or (2) refinanced pursuant to Section 7.02(d) and subject to the limits set forth in such clauses, provided that the restrictions and conditions contained in the agreements relating to governing such refinanced Indebtedness are no more restrictive than those contained in the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to agreements governing the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonIndebtedness being refinanced.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, incur or permit to exist or become effective any Contractual Obligation (other than this Agreement or any other Loan Document) that that: (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions any Subsidiary Guarantor, to any Loan Party make or repay intercompany loans or advances, or to otherwise transfer property to the Borrower or invest in a Loan Partyany Subsidiary Guarantor, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any other than a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.03(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness); provided that the foregoing shall not prohibit any such limitation or restriction contained in (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g)B) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (hC) (solely any agreement or instrument governing any Indebtedness of any Foreign Subsidiary of the Borrower permitted pursuant to the extent Section 7.03, and customary restrictions contained in “comfort” letters and guarantees of any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)Indebtedness, (j) (so long as any such negative pledge permits Liens restriction affects only such Foreign Subsidiary and does not in accordance with Section 7.01(p) and any intercreditor agreement applicable to manner affect the Permitted Senior Debt) Borrower or any Domestic Subsidiary, or (kD) any Contractual Obligation of a Subsidiary of Sun Edison that is not a Guarantor so long as (solely i) any restriction on Liens or Guaranties does not extend to any entity or assets other than the extent Subsidiary that is a party to such Contractual Obligation and its assets and (ii) any such negative pledge relates to the property financed by restriction or limitation on dividends, or the subject making or repayment of intercompany loans, shall only apply to such Indebtedness) of Section 7.03Subsidiary and its Subsidiaries and shall be taken into account in measuring the Liquidity Amount at any time; or or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating except to the sale extent of a Subsidiary permitted hereunder pending such saleobligations that, providedindividually or in the aggregate, that such restrictions and conditions apply only are not material to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof Borrower or the granting of a leasehold mortgage thereonany Subsidiary.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit Permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.1, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to, or other distributions to any Loan Party or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement (A) in effect on the date hereof and set forth on Schedule 7.9, (B) in effect at the time any Subsidiary becomes a Loan PartyRestricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (C) relating to Indebtedness permitted to be incurred under Sections 7.2(e), (f), (h) or (to the extent not more restrictive than the similar provisions in this Agreement) (i), or (D) that is a Material Contract and contains rights described in the proviso to the definition of “Liens” hereunder, to the extent such rights would have otherwise violated this clause (i), (ii) of any Restricted Subsidiary to Guarantee the Secured ObligationsIndebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.2, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit (S) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (T) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.2(e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)U) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts, (hV) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, which restrict the transfer, assignment or encumbrance of the assets subject thereto, (solely W) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary or license or sublicense of a Restricted Subsidiary (other than any lease with the PBF Energy Company Group); (X) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in the ordinary course of business (other than the Material Contracts to the extent in a manner that would have an adverse effect on the rights of the Secured Parties in the Collateral); (Y) any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant holder of a Lien to secure an obligation permitted by Section 7.1 restricting the transfer of such Person if a Lien is granted to secure another obligation of such Personthe property subject thereto; provided, that and (xZ) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted hereunder under Section 7.5 pending the consummation of such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter intoHoldings shall not, nor shall it permit any Subsidiary to to, enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments dividends or other distributions to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Guarantor, (ii) of any Subsidiary or Holdings to Guarantee the Secured Obligations, Obligations hereunder or (iii) of any Subsidiary to make or repay loans to a Loan PartyHoldings, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iv) Section 5.10 shall not prohibit any negative pledge limitations: (a) incurred or provided in favor of any holder of Indebtedness secured by Liens permitted under paragraph (b) of the definition of “Permitted Liens” (and in accordance with clauses any refinancings, refundings, renewals or extensions thereof permitted under Section 5.1(u), (ek) or (m) solely to the extent any such negative pledge limitation relates to the property financed by or the subject of such IndebtednessIndebtedness and any proceeds of, accessions to, or substitutions of similar value for such property; (b) existing by reason of provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, partnership agreements and other agreements that customarily restrict the same; (c) that are or were created by virtue of any sale or transfer of, agreement to sell or transfer or option or right with respect to any property or assets (including the capital stock of any Person) not otherwise prohibited under this Agreement; (d) under any agreement, instrument or contract affecting property or a Person at the time such property or Person was acquired by the Borrower or any of its Subsidiaries, so long as such restriction relates solely to the property or Person so acquired and was not created in connection with or in anticipation of such acquisition; (e) in effect on the date hereof and set forth on Schedule 5.10 so long as the consequences of violating any such limitations would not reasonably be expected to have a Material Adverse Effect; (f) with respect to clause (iii) above, to the extent such Contractual Obligation permits the creation, incurrence, assumption or existence of a Lien on property of the Borrower or any Subsidiary (x) to secure Obligations (including Loans) in favor of the Collateral Agent on behalf of the Secured Parties under this Agreement and (y) to secure amounts due under one or more other financing arrangements that refinance, refund, renew, extend or otherwise replace this Agreement in whole or in part in favor of lenders or other holders of indebtedness (or an agent on behalf of such lenders or holders) (or any subsequent refinancings, refundings, renewals, extensions or replacements of any such arrangements); (g) under any document, instrument or agreement entered into in connection with Indebtedness permitted under Sections 5.1(c), (g), (hk), (m), (n), (v) or (t) (solely to the extent related to any such negative pledge relates to of the Subsidiary acquired foregoing); (h) pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, ; or (yi) pursuant to this Agreement and the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonother Loan Documents.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that: (a) limits the ability (i) of any Restricted Subsidiary to (A) make Restricted Payments or other distributions to any Loan Party or to (B) otherwise transfer property to or invest in a any Loan Party, except for any agreement (1) in effect on the Closing Date and set forth on Schedule 7.09, or (2) in effect at the time such Restricted Subsidiary becomes a Subsidiary of the Parent after the Closing Date, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent, (ii) of the Parent or any Restricted Subsidiary to Guarantee the Secured Obligations, Obligations or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Parent or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on the property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness or (B) any agreement entered into in connection with Indebtedness incurred under Section 7.02(g); provided that such agreement (1) exists at the time such Person becomes a Subsidiary of the Parent, (g), 2) is not entered into solely in contemplation of such Person’s becoming a Subsidiary of the Parent and (h3) (solely does not extend to the extent assets of any such negative pledge relates to Person other than the Person becoming a Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to of the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03Parent; or or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonObligations.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Material Domestic Subsidiary or Pledged Subsidiary to make Restricted Payments to the Borrower, any Pledgor Subsidiary or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower, any Pledgor Subsidiary or invest in a Loan Partyany Guarantor, (ii) of any Material Domestic Subsidiary or any Pledgor Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or any Guarantor or (iii) of the Borrower, any Pledgor Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Material Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause that, so long as the following do not violate Section 7.12, (ivA) none of the foregoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as a whole) could not reasonably be expected to have a Material Adverse Effect), (B) none of the foregoing shall apply to customary restrictions and conditions contained in agreements relating to the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, provided such restrictions and conditions apply only to the Person whose assets or Equity Interests are to be sold, (C) clauses (i) and (iii) shall not prohibit apply to restrictions or conditions imposed on specific assets which are the subject of any negative pledge incurred leases (including Capital Leases) or to customary provisions in leases (including Capital Leases) and other contracts restricting the assignment of such leases and other contracts, (D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as such restrictions are in effect on the Second Amendment Effective Date), (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict (x) any Loan Party’s or Material Domestic Subsidiary’s ability to grant Liens in favor of the Administrative Agent and Secured Parties (or the Administrative Agent and Secured Party’s ability to enforce such Liens) under or in connection with the Loan Documents or (y) any holder of Indebtedness permitted under Loan Party’s or Material Domestic Subsidiary’s ability to guarantee the Obligations and (F) such clause (i) shall not apply to restrictions imposed on Equinix Japan K.K. and its Subsidiaries contained in accordance with clauses (e) (solely the documentation relating to the extent financing of the Bit-isle Transaction (and any subsequent refinancings thereof) provided that any such negative pledge relates to restrictions shall not limit the property financed by or the subject ability of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)Persons, (j) (so long as no default or event of default has occurred under such negative pledge permits Liens financing, to make Restricted Payments in accordance with Section 7.01(p) and any intercreditor agreement applicable an amount equal to at least 50% of consolidated net income to the Permitted Senior Debt) Borrower or (k) (solely to such person’s Parent, a wholly owned Subsidiary of the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03Borrower; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; providedthe Obligations, that (x) other than the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions requirements contained in agreements relating to the sale of a Subsidiary permitted hereunder pending Senior Notes Indentures (as such sale, provided, that such restrictions and conditions apply only to requirements are in effect on the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonSecond Amendment Effective Date).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, incur or permit to exist any Contractual Obligation (agreement or other than this Agreement arrangement that prohibits, restricts or imposes any other Loan Document) that (a) limits the ability condition upon (i) the ability of the Borrower or any Credit Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary that is not a Credit Party to make Restricted Payments pay dividends or other distributions with respect to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agentits Capital Stock; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (xA) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, or by any Credit Document, or with respect to clause (yii) above any document evidencing any Ratio Debt, Incremental Equivalent Debt or Refinancing Equivalent Debt (or any Permitted Refinancing thereof), (B) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Investments permitted hereunder and applicable solely to such joint venture, (C) the foregoing shall not apply to restrictions and conditions contained in agreements imposed on any Restricted Subsidiary that is not a Credit Party by the terms of any Indebtedness of such Restricted Subsidiary that is not a Credit Party permitted to exist or be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to the sale of a Subsidiary secured Indebtedness permitted hereunder pending such sale, provided, that if such restrictions and or conditions apply only to the Subsidiary that is to be sold and property or assets financed by such Indebtedness, (zE) clause (a)(ivi) of this Section the foregoing shall not apply to customary provisions in leases leases, licenses, purchase money contracts and other contracts (including joint venture agreements) restricting the assignment thereof assignment, sublease or sublicense thereof, (F) the granting foregoing shall not apply to restrictions that arise in connection with cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and not prohibited hereunder, (G) the foregoing shall not apply to Contractual Obligations which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.13) are listed in Schedule 8.13 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (H) the foregoing shall not apply to Contractual Obligations which are binding on a leasehold mortgage thereonRestricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower or entered into for the purpose of creating such prohibition or restrictions, (I) the foregoing shall not apply to Contractual Obligations which arise in connection with cash or other deposits permitted under Section 8.01, and limited to such cash or deposits, (J) the foregoing shall not apply to Contractual Obligations which comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.03(f), (k) (with respect to clause (i)), (h) and (m)(i) to the extent that such restrictions apply only to the property or assets subject to such Indebtedness or, in the case of Section 8.03(h), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (K) the foregoing shall not apply to Contractual Obligations which are customary restrictions that arise in connection with (x) any Lien permitted by Sections 8.01(g), (h), (p), (r), (x)(i), (x)(ii), (y) and (z) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 8.04 or 8.05 and relate solely to the assets or Person subject to such Disposition, (L) the foregoing shall not apply to Contractual Obligations which comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 8.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, if applicable, on the date on which such Restricted Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in effect on such date.

Burdensome Agreements. Enter intoXxxxxxxxx will not, nor will it cause or permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or that limits in any other Loan Document) that (a) limits material manner the ability (ia) of any Subsidiary to make Restricted Payments or other distributions to Xxxxxxxxx, (b) of any Loan Party or Subsidiary to otherwise transfer property to Xxxxxxxxx or invest in a Loan Party, (iic) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Xxxxxxxxx or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided(other than, however, that this (i) with respect to clause (iva), (A) shall not prohibit any negative pledge incurred agreement or provided instrument of a Person acquired by Xxxxxxxxx or any of its Subsidiaries as in favor effect at the time of any holder of Indebtedness permitted under and in accordance with clauses such acquisition (e) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, (B) any agreement for the sale or other Disposition of assets, to the property financed extent such sale is permitted pursuant to Section 7.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or the subject of such Indebtednessother Disposition, and (C) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(c), and (ii) with respect to clauses (b) and (c), (g)A) Contractual Obligations entered into in connection with Permitted Liens, (hB) (solely to customary non-assignment provisions in leases, licenses and other contracts otherwise permitted by this Agreement and entered into in the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (ordinary course of business so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions relate only to the Permitted Senior Debtassets subject thereto, (C) any agreement or instrument of a Person acquired by Xxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (k) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the property financed by extent such sale or the subject of such Indebtedness) of Disposition is permitted pursuant to Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided7.05, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to contains customary restrictions and conditions contained in agreements relating to the pending its sale of or other Disposition, including restrictions on distributions by a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold its sale or other Disposition and (zE) clause (a)(iv) of this customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.7.03(c)). 172003018 161402032v1

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability: (a) limits the ability (i) of any Subsidiary of the Borrower to make Restricted Payments to the Borrower or any other distributions to any Loan Party Subsidiary of the Borrower or to otherwise transfer property to or invest in a Loan Party, the Borrower, (iib) of any Subsidiary of the Borrower to Guarantee the Secured ObligationsObligations of the Borrower under this Agreement, or (c) of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations of the Borrower under this Agreement; provided, however, that this Section shall not prohibit: (i) any negative pledge in favor of any holder of purchase money or other Indebtedness permitted under Sections 7.03(e), solely to the extent any such negative pledge relates to the property permitted to be encumbered by such Indebtedness; (ii) any such restrictions or conditions in favor of any other secured Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 7.03(f); (iii) any such restrictions or conditions in favor of any Subsidiary to make unsecured Indebtedness of the Borrower or repay loans to a Loan Party, or any of its Subsidiaries permitted under Section 7.03(g); (iv) any such restrictions or conditions in favor of (A) any Indebtedness of the Loan Parties Borrower or any of its Subsidiaries permitted under Section 7.03(i), 7.03(j) or 7.03(k) and (B) any Indebtedness permitted under Section 7.03(m) or 7.03(o); (v) any negative pledge in favor of any holder of any Indebtedness listed on Schedule 7.03 (and, in each case, any refinancing, refundings, renewals or extensions thereof to the extent permitted by Section 7.03(b)), so long as any such negative pledge is no more restrictive on the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor to secure the Obligations of the Collateral Agent; provided, however, that Borrower under this clause (iv) shall not prohibit any Agreement than is the negative pledge incurred or provided in favor such Indebtedness as of the date hereof; (vi) in the case of a Joint Venture that is a Subsidiary of the Borrower, customary obligations in the Joint Venture Agreement for any such Joint Venture that limit the Joint Venture’s ability to make Restricted Payments to, to Guarantee the Indebtedness of, and to create Liens on its property for the benefit of Indebtedness of, any holder of Indebtedness permitted under the Equity Interests of such Joint Venture (and in accordance with clauses (e) (solely neither the Borrower nor any Subsidiary of the Borrower a party to such Joint Venture Agreement shall waive their rights to the extent any such negative pledge relates to the property financed by or the subject benefit of such Indebtednessobligations as against any other party thereto), ; (g), (hvii) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder; (zviii) clause (a)(iv) of this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof; (ix) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the granting assets or business of a leasehold mortgage thereonany Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation of such acquisition); or (x) restrictions pursuant to or in connection with any Permitted Securitization Financing.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary of Borrower to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a any Loan Party, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 and any modification, replacement, renewal, reinvestment or extension of any of the foregoing or (B) at the time any Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Borrower, (ii) of any Restricted Subsidiary of Borrower to Guarantee the Secured ObligationsIndebtedness of the Borrower, (iii) of any Restricted Subsidiary of Borrower to make or repay loans to a Loan Party, Party or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, that (xii) this Agreement and the other Loan Documents, (iii) (A) the foregoing shall Term Loan Documents so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a whole, are not apply to restrictions and conditions imposed by applicable Lawmaterially more restrictive than those contained in the Term Loan Documents (as in effect on the Closing Date), (yB) the foregoing shall not apply Swedish Credit Facility, or (C) documents governing Permitted Holdco Debt so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a whole, are no more restrictive than those contained herein, (iv) customary non-assignment provisions of any contract, lease or license of the Borrower or any Restricted Subsidiary of the Borrower, (v) customary restrictions and conditions contained in agreements relating on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition, (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (vii) documents that represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted hereunder pending by Section 7.02 to the extent such salerestriction applies only to such Restricted Subsidiary, provided(viii) documents that comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.02 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments or grant any Liens required hereunder or (vii) any restrictions under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses provided that the terms and conditions apply only are no less favorable taken as a whole to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonRestricted Subsidiary.

Burdensome Agreements. Enter intoAfter the date of this Amended Agreement, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than (x) this Agreement or any other Loan DocumentDocument and (y) Permitted Debt Restrictions) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor to secure any of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; Loan Documents or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that or amend any Contractual Obligation existing on the date of this Agreement so as to impose or make more restrictive such a limitation, in each case other than the following: (xA) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to the foregoing shall not apply extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness, (B) Swap Contracts and any Guarantee in respect of such Swap Contracts, (C) any encumbrances or restrictions and conditions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any encumbrances or restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business; (F) any restrictions in a Contractual Obligation incurred in the ordinary course of business and on customary terms which prohibit transfer of assets subject of the applicable LawContractual Obligation; (G) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; (yH) the foregoing shall not apply to customary any restrictions and conditions contained in agreements related to Indebtedness permitted by Section 7.03(e), (m) or (n); and (I) any restriction contained in a Contractual Obligation relating to the sale property, an interest in which has been Disposed of to a Subsidiary permitted hereunder pending such saleRoyalty Trust, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this in accordance with Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.05.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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 PartyParty or any Subsidiary, except for (x) at the time any Subsidiary becomes a Subsidiary of any Borrower, so long as such agreement was not entered into primarily in contemplation of such Person becoming a Subsidiary of such Borrower, (y) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder or (z) customary provisions in leases and other contracts and agreements restricting the assignment thereof, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ec) or (d) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), ; (g), (hb) (solely customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the Disposition of any assets or any Subsidiary provided that the restrictions in any such contract shall apply only to the extent any such negative pledge relates assets or Subsidiary that is to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03be Disposed of; or (bc) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of Person unless such Lien is a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonPermitted Encumbrance.

Burdensome Agreements. Enter intoEnter, or permit any Subsidiary to enter intoenter, or permit to exist into any Contractual Obligation (other than this Agreement or and any other Loan Document) that (ai) limits the ability (iA) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party the Borrower or to otherwise transfer property to the Borrower; provided, however, that this clause (A) shall not prohibit (x) customary provisions restricting subletting or invest assignment of any leases of the Borrower or any Subsidiary or provisions in agreements restricting the assignment of such agreement or any rights thereunder or (y) any temporary encumbrance or restrictions with respect to a Loan PartySubsidiary under an agreement that has been entered into for the disposition of all or substantially all of the equity interests or assets of such Subsidiary, provided that such disposition is otherwise permitted under this Agreement, (iiB) of any Subsidiary to Guarantee the Secured Obligations, (iii) Indebtedness of any Subsidiary to make or repay loans to a Loan Party, the Borrower or (ivC) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (ivC) shall not prohibit any negative pledge (x) granted in connection with the property or interest described in the Farm Agreement, the Airport Access and Use Agreement or the Joint Ownership Agreements or (y) incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 5.02(c)(iv) (solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness and shall not prohibit the grant of Liens otherwise permitted under Section 5.02(a), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (bii) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, provided that this subsection (xii) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) prohibit the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale grant of a Subsidiary Liens otherwise permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this under Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon5.02(a).

Burdensome Agreements. Enter intoExcept as provided herein or in any other Loan Document and/or in any agreements with respect to any refinancings, renewals or replacement of such Indebtedness that is permitted by Section 6.01, the Borrower shall not, nor shall it permit any Subsidiary to of its Restricted Subsidiaries to, enter into, into or permit cause to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits agreement restricting the ability of (ix) any Restricted Subsidiary of any Subsidiary the Borrower that is not a Loan Party to make Restricted Payments pay dividends or other distributions to the Borrower or any Loan Party or (y) any Loan Party to otherwise transfer property create, permit or xxxxx x Xxxx on any of its properties or assets to or invest secure the Secured Obligations, except restrictions: (a) set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan PartyParty permitted by Section 6.01, (ii) of any Subsidiary Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to Guarantee the Secured Obligations, Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (u), (w) and/or (y) of Section 6.01), (q), (u), (w) and/or (y) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Subsidiary Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to make transfer or repay loans grant of, any option or right with respect to a Loan Partyany assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (iv) including the Capital Stock of the Loan Parties relevant Person or any Subsidiary to create, incur, assume Persons) and/or property so acquired and was not created in connection with or suffer to exist Liens on property in anticipation of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (solely to or all or substantially all of the extent any such negative pledge relates to assets thereof) that restricts the property financed by payment of dividends or other distributions or the subject making of cash loans or advances by such Indebtedness), Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g)) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (solely to i) set forth in documents which exist on the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), Closing Date; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement or arrangement relating to any Banking Services; (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; (o) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in the ordinary course of business; (p) any restriction created in connection with any factoring program implemented in the ordinary course of business, so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (case of prohibitions on Liens, the relevant restriction relates solely to assets subject to such factoring program and the extent any Capital Stock of entities participatory in such negative pledge relates to the property financed by or the subject of such Indebtednessfactoring program; and/or (q) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawany amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (ya) through (p) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the foregoing shall not apply good faith judgment of the Borrower, more restrictive with respect to customary restrictions and conditions contained such restrictions, taken as a whole, than those in agreements relating existence prior to the sale of a Subsidiary permitted hereunder pending such saleamendment, providedmodification, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof restatement, renewal, increase, supplement, refunding, replacement or the granting of a leasehold mortgage thereonrefinancing.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan PartyGuarantor, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower (unless such Subsidiary would be an Excluded Subsidiary independent of such Contractual Obligation) or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to: (a) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(b), (e) and (l); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (b) restrictions and conditions imposed by applicable Law, Law or by any Loan Document; (yc) the foregoing shall not apply to customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements relating (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary (and not prohibited hereunder) solely to the sale extent in effect pending the consummation of a Subsidiary permitted such transaction; (d) customary provisions in leases and licenses and other contracts not prohibited hereunder pending such salerestricting the assignment or encumbrance thereof; (i) customary restrictions and conditions contained in any agreement, provided, that document or instrument governing Indebtedness issued or incurred in compliance with this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness, or (ii) restrictions and conditions in any agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary that is existing prior to be sold the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and (znot created in contemplation of such Acquisition) clause (a)(iv) of this Section shall and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Subsidiary; (f) customary provisions in leases restricting joint venture agreements (including, without limitation, partnership agreements, limited liability company organizational governance documents and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture); (g) any agreement in effect at the assignment thereof or the granting time any Person becomes a Subsidiary of a leasehold mortgage thereonLoan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as only applicable to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein; and (h) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary which is not prohibited hereunder.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument or the Indenture and except in the case of restrictions and conditions imposed by law) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured ObligationsObligations and Other Liabilities, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit (A) any negative pledge restriction incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ec) or (f) of the definition of Permitted Indebtedness solely to the extent any such negative pledge restriction relates to the property financed by or the subject of such Indebtedness), (g)B) customary anti-assignment provisions in licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof or in contracts for the Disposition of any assets or any Subsidiary, provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is subject to such contract or to be Disposed of, (hC) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (solely D) any encumbrance or restriction contained in any agreement of a Person acquired in a Permitted Investment, which encumbrance or restriction was in existence at the time of such Permitted Investment (but not created in connection therewith or in contemplation thereof) and which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the property and assets of the Person so acquired, or (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03joint ventures are permitted hereunder; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary of Borrower to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a any Loan Party, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 and any modification, replacement, renewal, reinvestment or extension of any of the foregoing or (B) at the time any Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Borrower, (ii) of any Restricted Subsidiary of Borrower to Guarantee the Secured ObligationsIndebtedness of the Borrower, (iii) of any Restricted Subsidiary of Borrower to make or repay loans to a Loan Party, Party or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, that (xii) this Agreement and the other Loan Documents, (iii) (A) the foregoing shall ABL Loan Documents so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a whole, are not apply to restrictions and conditions imposed by applicable Lawmaterially more restrictive than those contained in the ABL Loan Documents (as in effect on the Closing Date), (yB) the foregoing shall not apply Swedish Credit Facility, or (C) documents governing Permitted Holdco Debt so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a whole, are no more restrictive than those contained herein, (iv) customary non-assignment provisions of any contract, lease or license of the Borrower or any Restricted Subsidiary of the Borrower, (v) customary restrictions and conditions contained in agreements relating on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition, (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (vii) documents that represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted hereunder pending by Section 7.03 to the extent such salerestriction applies only to such Restricted Subsidiary, provided(viii) documents that comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments or grant any Liens required hereunder or (vii) any restrictions under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses provided that the terms and conditions apply only are no less favorable taken as a whole to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonRestricted Subsidiary.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement that encumbers or any other Loan Document) that (a) limits restricts the ability of (iu) of any Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (iiw) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Restricted Subsidiary to make loans or repay loans advances to a any Loan Party, (x) any Restricted Subsidiary to transfer any of its property to any Loan Party, (y) the Borrower or any Restricted Subsidiary to pledge its property pursuant to the Loan Documents or (ivz) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person in favor their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Collateral Agent; providedSecured Parties with respect to the Obligations under the Loan Documents, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided except in favor respect of any holder of Indebtedness permitted under and the matters referred to in accordance with clauses (eu) through (solely z) above: (i) restrictions and conditions imposed by law or any Loan Document; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such negative pledge relates to amendment, modification or replacement expands the property financed by or the subject scope of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), restriction or condition; (jiii) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder or any assets pending such sale, provided, ; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted (zor is required to be permitted) clause hereunder; (a)(iviv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of this Section shall any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to customary provisions the Borrower or any other Restricted Subsidiary; (vii) restrictions or conditions in leases restricting any Indebtedness permitted pursuant to Section 7.03 to the assignment thereof extent such restrictions or conditions are no more restrictive than the granting restrictions and conditions in the Loan Documents or, in the case of a leasehold mortgage thereonSubordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11; (viii) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; and (ix) encumbrances and restrictions under the Organization Documents of JV Entities.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor; provided, that the restrictions of this Section 7.09 shall not apply to encumbrances or restrictions existing or by reason of: (a) agreements governing Indebtedness, existing on the Signing Date as in effect on the Signing Date; (b) [reserved]; (c) applicable law, rule, regulation or order, including any requirement of any governmental healthcare programs; (d) any instrument or agreement governing Indebtedness or the Equity Interests of a Loan PartySubsidiary 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 were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by this Agreement; (e) customary non-assignment provisions in contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business; (f) customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business; (g) any agreement for the sale or other disposition of all or substantially all the Equity Interests or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (h) Liens permitted to be incurred under Section 7.01 that limit the right of the debtor to dispose of the assets subject to such Liens; (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (j) customary provisions imposed on the transfer of copyrighted or patented materials; (k) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (l) contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary; (m) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; (n) any instrument or agreement governing Indebtedness or preferred stock of any Restricted Subsidiary that is incurred or issued subsequent to the Signing Date and not in violation of Section 7.02; provided that the Borrower’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Borrower’s and/or Guarantors’ ability to make principal and interest payments under this Agreement; (o) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of dialysis clinics, relating solely to such joint venture or facilities or the Persons who own Equity Interests therein; (p) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (a), (iib) of any Subsidiary to Guarantee the Secured Obligations, and (iiid) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agentabove; provided, however, that this clause such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, (ivas determined by the Borrower in good faith) shall not prohibit any negative pledge incurred than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or provided obligations referred to in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtednessa), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(pb) and any intercreditor agreement (d) above, as applicable prior to the Permitted Senior Debtsuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (q) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting connection with a Qualified Receivables Transaction; and (r) restrictions in the assignment thereof Sponsor Management Agreement that require the payment of management fees to the Borrower or the granting one of a leasehold mortgage thereonits Restricted Subsidiaries prior to payment of dividends or distributions.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument or the Existing Term Loan Agreement) that (a) limits the ability (i) of any Subsidiary of the Borrower to make Restricted Payments or other distributions to any Loan Party or the Borrower to otherwise transfer property to or invest in a Loan Partythe Borrower, (ii) of any Subsidiary of the Borrower to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of secured Indebtedness permitted under Section 7.01 and in accordance with clauses (eSection 7.03) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except in each case for prohibitions or restrictions existing under or by reason of: (i) customary non-assignment provisions with respect to leases or licensing agreements entered into by the Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business and consistent with past practices; provided, that and (xii) any restriction or encumbrance with respect to any asset of the foregoing shall not apply Borrower or any of its Subsidiaries imposed pursuant to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to an agreement which has been entered into for the sale or disposition of a Subsidiary such assets or all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of under this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonAgreement.

Burdensome Agreements. Enter intoThe Borrower shall not, nor shall it permit any Subsidiary to to, enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that (a) limits the ability (i) of any Subsidiary to make Restricted Payments dividends or other distributions to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (ivSection 7.08(a) shall not prohibit any negative pledge limitations (A) incurred or provided in favor of any holder of Indebtedness secured by Liens permitted under and in accordance with clauses (eSection 7.01(b) (and any refinancings, refundings, renewals or extensions thereof permitted under Section 7.02(a)) or Section 7.01(q) solely to the extent any such negative pledge limitation relates to the property financed by or the subject of such Indebtedness)Indebtedness and any proceeds of, accessions to, or substitutions of similar value for such property; (g)B) existing by reason of provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, partnership agreements and other agreements that customarily restrict the same; (hC) that are or were created by virtue of any sale or transfer of, agreement to sell or transfer or option or right with respect to any property or assets (solely to including the extent capital stock of any Person) not otherwise prohibited under this Agreement; (D) under any agreement, instrument or contract affecting property or a Person at the time such negative pledge relates to property or Person was acquired by the Subsidiary acquired pursuant to a Permitted Acquisition)Borrower or any of its Subsidiaries, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (restriction relates solely to the extent property or Person so acquired and was not created in connection with or in anticipation of such acquisition; (E) in effect on the date hereof and set forth on Schedule 7.08 to the Disclosure Letter; (F) in effect on the date hereof so long as the consequences of violating any such negative pledge relates limitations could not reasonably be expected to have a Material Adverse Effect; (G) with respect to clause (iii) above, to the extent such Contractual Obligation permits the creation, incurrence, assumption or existence of a Lien on property financed by of the Borrower or any Subsidiary (x) to secure Obligations (including Loans, L/C Obligations and amounts that may be funded from time to time as Loans under the subject Commitment) in favor of the Administrative Agent on behalf of the Lenders under this Agreement and (y) to secure amounts due under one or more other financing arrangements that refinance, refund, renew, extend or otherwise replace this Agreement in whole or in part in favor of lenders or other holders of indebtedness (or an agent on behalf of such Indebtednesslenders or holders) (or any subsequent refinancings, refundings, renewals, extensions or replacements of any such arrangements), in an aggregate amount pursuant to clauses (x) and (y) of up to the Senior Secured Debt Amount and any hedging obligations related to such Obligations or amounts; or (H) under any document, instrument or agreement entered into in connection with Indebtedness permitted under Section 7.03; or 7.02(k); (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that except for (xi) any Contractual Obligation in effect (1) on the foregoing shall not apply to restrictions date hereof and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating set forth on Schedule 7.08 to the sale Disclosure Letter or (2) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such Contractual Obligation was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, and any refinancings, refundings, renewals or extensions of any such obligation specified in clause (1) or clause (2) above; provided that the amount of such obligation is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder; provided further that any incurrence or issuance of an obligation may be deemed a refinancing, refunding, renewal or extension of an earlier obligation if such later obligation is incurred or issued within 180 days of the date of a Subsidiary permitted hereunder pending refinancing, refunding, renewal or extension and is set aside or earmarked for such salerefinancing, providedrefunding, that renewal or extension (as evidenced by a resolution of the board of directors of the Borrower); (ii) any such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or Contractual Obligation providing for the granting of a leasehold mortgage thereonLien that would be permitted under Section 7.01(q); or (iii) any such Contractual Obligation under any document, instrument or agreement entered into in connection with Indebtedness permitted under Section 7.02(k).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; Agent provided, however, that this (y) clause (iva)(i) and clause (a)(iv) shall not prohibit (1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses clause (ed) (of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)2) customary provisions restricting subletting or assignment of any lease entered into in the Ordinary Course of Business, (h3) customary provisions restricting assignment of any licensing entered into in the Ordinary Course of Business, (4) encumbrances or restrictions on deposits imposed by customers under agreements entered into in the Ordinary Course of Business, (5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder (other than any Loan Party) and applicable solely to such joint venture, (6) restrictions on the transfer 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, (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 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 this Agreement, taken as a whole, (10) customary provisions restricting assignment of any governmental contract entered into in the Ordinary Course of Business, and (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 negative pledge relates restrictions relate to the Subsidiary applicable Available Amount Acquisition Target and its Subsidiaries acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) an Acquisition utilizing the Available Amount and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, other than as set forth in the 2023 Notes Documents as in effect on the Third Amendment Effective Date.” G. Section 7.12(a)(i) of the Agreement is hereby amended and restated in its entirety as follows: (i) Amend, modify, terminate or waive any of a Loan Party’s or a Subsidiary’s under (A)(1) other than with respect to the Borrower, its Organization Documents in a manner materially adverse to the Credit Parties (in their capacities as such) and (2) with respect to the Borrower, its Organization Documents without the prior written consent of Agent (acting at the direction of the Required Lenders), (B) any documentation relating to any Indebtedness for borrowed money that is unsecured or Subordinated Indebtedness that would, when taken as a whole, be materially adverse to the Credit Parties (xin their capacities as such) (provided that it is understood that any amendments, modifications and/or waivers to the foregoing 2023 Notes and the 2023 Note Documents that are permitted under the Intercreditor Agreement shall be permitted and shall not apply be considered materially adverse to restrictions and conditions imposed by applicable Lawthe interests of the Credit Parties), (yC) any Material License which would have a material adverse impact on the foregoing shall not apply to customary restrictions and conditions contained Lenders (in agreements relating their capacities as such) (as reasonably determined by the Agent), without the prior express written consent of the Agent (acting at the direction of the Required Lenders) or (D) any Material Contract in a manner that would be materially adverse to the sale financial condition of a Subsidiary permitted hereunder pending such salethe Parent, provided, that such restrictions and conditions apply only the Borrower or any of its Subsidiaries.” H. Section 10.06(b)(ii) of the Agreement is hereby deleted in its entirety. I. Certain disclosure schedules to the Subsidiary that is Agreement will be amended as may be agreed in writing by the Loan Parties and the Required Lenders by supplemental schedules in form satisfactory to the Required Lenders and to be sold and (z) clause (a)(iv) of this Section shall not apply delivered to customary provisions in leases restricting the assignment thereof or Agent prior to the granting of a leasehold mortgage thereonThird Amendment Effective Date.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, Except as provided herein or permit to exist any Contractual Obligation (other than this Agreement or in any other Loan Document, the Preferred SharesSecond Lien Note Documents and/or the documentation governing any other Specified Junior Debt, the Series A Certificate of Designation (solely with respect to clause (x) below) and/or any agreement with respect to any refinancing, renewal or replacement of such Indebtedness that (a) limits is permitted by Section 6.01 or the Series A Preferred Shares, as applicable, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (ix) any Restricted Subsidiary of any Subsidiary the Borrower that is not a Loan Party to make Restricted Payments pay dividends or other distributions to the Borrower or any Loan Party or (y) any Loan Party to otherwise transfer property create, permit or xxxxx x Xxxx on any of its properties or assets to or invest secure the Secured Obligations, except restrictions: (a) set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan PartyParty permitted by Section 6.01, (ii) of any Subsidiary Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to Guarantee the Secured Obligations, Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u), (w) and/or (y) of Section 6.01), (r), (u), (w) and/or (y) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Subsidiary Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to make transfer or repay loans grant of, any option or right with respect to a Loan Partyany assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (iv) including the Capital Stock of the Loan Parties relevant Person or any Subsidiary to create, incur, assume Persons) and/or property so acquired and was not created in connection with or suffer to exist Liens on property in anticipation of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (solely to or all or substantially all of the extent any such negative pledge relates to assets thereof) that restricts the property financed by payment of dividends or other distributions or the subject making of cash loans or advances by such Indebtedness), Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g)) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (solely to i) set forth in documents which exist on the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), Closing Date and were not created in contemplation thereof; (j) (so long arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable a whole, are not materially less favorable to the Permitted Senior Debt) or Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) (solely to the extent any such negative pledge relates to the property financed by arising under or as a result of applicable Requirements of Law or the subject terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Services Obligation (and/or any other obligation of the type described in Section 6.01(f)); (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such Indebtednessasset (or assets) and/or all or a portion of Section 7.03the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; or and/or (bo) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawany amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (ya) through (n) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the foregoing shall not apply good faith judgment of the Borrower, more restrictive with respect to customary restrictions and conditions contained such restrictions, taken as a whole, than those in agreements relating existence prior to the sale of a Subsidiary permitted hereunder pending such saleamendment, providedmodification, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof restatement, renewal, increase, supplement, refunding, replacement or the granting of a leasehold mortgage thereonrefinancing.

Burdensome Agreements. Enter intoXxxxxxxxx will not, nor will it cause or permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or that limits in any other Loan Document) that (a) limits material manner the ability (ia) of any Subsidiary to make Restricted Payments or other distributions to Xxxxxxxxx, (b) of any Loan Party or Subsidiary to otherwise transfer property to Xxxxxxxxx or invest in a Loan Party, (iic) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Xxxxxxxxx or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided(other than, however, that this (i) with respect to clause (iva), (A) shall not prohibit any negative pledge incurred agreement or provided instrument of a Person acquired by Xxxxxxxxx or any of its Subsidiaries as in favor effect at the time of any holder of Indebtedness permitted under and in accordance with clauses such acquisition (e) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, (B) any agreement for the sale or other Disposition of assets, to the property financed extent such sale is permitted pursuant to Section 7.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or the subject of such Indebtednessother Disposition, and (C) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(h), and (ii) with respect to clauses (b) and (c), (g)A) Contractual Obligations entered into in connection with Permitted Liens, (hB) (solely to customary non-assignment provisions in leases, licenses and other contracts otherwise permitted by this Agreement and entered into in the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (ordinary course of business so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable restrictions relate only to the Permitted Senior Debtassets subject thereto, (C) any agreement or instrument of a Person acquired by Xxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (k) (solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge relates Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the property financed by extent such sale or the subject of such Indebtedness) of Disposition is permitted pursuant to Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided7.05, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to contains customary restrictions and conditions contained in agreements relating to the pending its sale of or other Disposition, including restrictions on distributions by a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold its sale or other Disposition and (zE) clause (a)(iv) of this customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.03(h).

Burdensome Agreements. Enter into, permit any Subsidiary to No Loan Party shall enter into, into or permit to exist any Contractual Obligation (other than (w) the Senior Note Indenture, (x) this Agreement or any other Loan Document, (y) the ABL Credit Agreement or any document relating thereto, or (z) the Euro Term Loan Credit Agreement or any document relating thereto) that (a) limits the ability (i) of any Subsidiary Loan Party to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentAdministrative Agent under the Loan Documents; provided, however, that this clause none of the foregoing shall prohibit (ivA) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted described under and in accordance with clauses (eh) and (u) of the definition of Permitted Encumbrances permitted hereunder solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), ; (g), (hB) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary anti-assignment provisions in leases contracts restricting the assignment thereof or in contracts for the granting Disposition of any assets or any Person, provided that the restrictions in any such contract shall apply only to the assets or Person that is to be Disposed of; (C) customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (E) customary restrictions arising under licenses and other contracts entered into in the ordinary course of business to the extent permitted hereunder; (F) customary restrictions under Guarantees of the Parent in connection with the French Credit Agreement; (G) Contractual Obligations which (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.10) are listed on Schedule 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation in an manner adverse to the Lenders; or (H) Contractual Obligations which are binding on a leasehold mortgage thereonSubsidiary 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.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement that encumbers or any other Loan Document) that (a) limits restricts the ability of (iv) of any Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (iiw) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Restricted Subsidiary to make loans or repay loans advances to a any Loan Party, (x) any Restricted Subsidiary to transfer any of its property to any Loan Party, (y) the Borrower or any Restricted Subsidiary to pledge its property pursuant to the Loan Documents or (ivz) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person in favor their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Collateral Agent; providedSecured Parties with respect to the Obligations under the Loan Documents, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided except in favor respect of any holder of Indebtedness permitted under and the matters referred to in accordance with clauses (ev) through (solely z) above: (i) restrictions and conditions imposed by law or any Loan Document; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such negative pledge relates to amendment, modification or replacement expands the property financed by or the subject scope of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), restriction or condition; (jiii) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder or any assets pending such sale, provided, ; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted (zor is required to be permitted) clause hereunder; (a)(iviv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of this Section shall any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to customary provisions the Borrower or any other Restricted Subsidiary; (vii) restrictions or conditions in leases restricting any Indebtedness permitted pursuant to ‎Section 7.03 to the assignment thereof extent such restrictions or conditions are no more restrictive than the granting restrictions and conditions in the Loan Documents or, in the case of a leasehold mortgage thereonSubordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and ‎Section 6.11; (viii) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; and (ix) encumbrances and restrictions under the Organization Documents of JV Entities.

Burdensome Agreements. Enter intoBorrower and each other Loan Party shall not, and shall not permit any Subsidiary to other member of the Consolidated Group to, enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary member of the Consolidated Group to make Restricted Payments or other distributions to any Loan Party other member of the Consolidated Group or to otherwise transfer property to or invest in any member of the Consolidated Group, except for any agreement in effect (A) on the date hereof and set forth on Schedule 10.09 or (B) at the time any member of the Consolidated Group becomes a Loan Partymember of the Consolidated Group, so long as such agreement was not entered into solely in contemplation of such Person becoming a member of the Consolidated Group, (ii) of any Subsidiary Guarantor to Guarantee the Secured Obligations, Indebtedness of Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) member of the Loan Parties or any Subsidiary Consolidated Group to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit (x) any negative pledge Negative Pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 10.03(d) (solely to the extent any such negative pledge Negative Pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) Indebtedness or (ky) (solely any requirement for the grant in favor of the holders of any unsecured Indebtedness of an equal and ratable Lien to secure the extent obligations to such holders in connection with a pledge of any such negative pledge relates property or asset to secure the property financed by or the subject of such Indebtedness) of Section 7.03Obligations; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (xc) the foregoing shall not apply constitutes a Negative Pledge with respect to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof any Unencumbered Property or the granting Equity Interests in any member of the Consolidated Group (other than Borrower) that owns a leasehold mortgage thereonUnencumbered Property, or (d) limits the ability of any member of the Consolidated Group to transfer ownership of any Unencumbered Property or the Equity Interests in any member of the Consolidated Group (other than Borrower) that owns a Unencumbered Property.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, incur or permit to exist or become effective any Contractual Obligation (other than this Agreement or any other Loan Document) that that: (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions any Subsidiary that is a Guarantor, to any Loan Party make or repay intercompany loans or advances, or to otherwise transfer property to the Borrower or invest in any Subsidiary that is a Loan PartyGuarantor, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any other than a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.03(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness); provided that the foregoing shall not prohibit any such limitation or restriction contained in (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (gB) customary provisions restricting assignment of, or sublicensing under, any licensing or supply or sales agreement in each case entered into in the ordinary course of business, (C) Joint Venture Documents referenced in Section 7.01(q) or 7.01(r), (hD) the agreements or provisions of agreements specified on Schedule 7.09 in existence on the Closing Date, or (solely E) any agreement or instrument governing any Indebtedness of any Subsidiary of the Borrower that is not a Guarantor permitted pursuant to the extent Section 7.03, and customary restrictions contained in “comfort” letters and guarantees of any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)Indebtedness, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to restriction affects only such Subsidiary and does not in any manner affect Holdings, the property financed by Borrower or the subject of such Indebtedness) of Section 7.03any Subsidiary that is a Guarantor; or or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating except to the sale extent of a Subsidiary permitted hereunder pending such saleobligations that, providedindividually or in the aggregate, that such restrictions and conditions apply only are not material to Holdings, the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof Borrower or the granting of a leasehold mortgage thereonany Subsidiary.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, incur or permit to exist any Contractual Obligation (agreement or other than this Agreement arrangement that prohibits, restricts or imposes any other Loan Document) that condition upon (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Subsidiary to create, incur, assume incur or suffer permit to exist Liens on any Lien upon any of its property of such Person in favor of or assets to secure the Collateral Agent; providedObligations, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant ability of a Lien any Subsidiary to secure an obligation pay dividends or other distributions with respect to any shares of such Person if a Lien is granted its capital stock or to secure another obligation make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of such Personthe Company or any other Subsidiary; provided, provided that (xi) the foregoing shall not apply to restrictions and conditions imposed by applicable Law(x) law, (y) by this Agreement or the other Loan Documents, or (z) the agreements governing Indebtedness permitted under clauses (h) or (j) of Section 7.01, (ii) the foregoing shall not apply to restrictions and conditions (x) in those documents, instruments and agreements identified on Schedule 7.09 and any extension or renewal of, or any amendment or modification or (in the case of any such documents, instruments and agreements relating to Indebtedness) refinancing thereof, so long as the scope of any such restriction or condition is not expanded or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (e) of Section 7.01, so long as such restrictions are not more restrictive than any restriction in this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of the Equity Interests in a Subsidiary permitted hereunder or the assets of the Company or a Subsidiary pending such sale, provided, that provided such restrictions and conditions apply only to the Subsidiary Equity Interests or assets that is to be sold and such sale is permitted hereunder, (ziv) clause (a)(iva) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Section Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof or thereof; and (vi) the granting of foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a leasehold mortgage thereonCash Pooling Financing.

Burdensome Agreements. Enter into, The Borrower will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the right (a) limits the ability (i) of any such Subsidiary to make Restricted Payments Distributions to the Borrower or other distributions to any Loan Party Subsidiary Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Subsidiary Guarantor, (iib) of any Subsidiary of the Borrower to Guarantee guarantee the Secured Obligations, (iii) Indebtedness of any Subsidiary to make or repay loans to a Loan Party, the Borrower or (ivc) of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person Person, in favor each case except for (i) restrictions arising under Applicable Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this Agreement pending the Collateral Agentconsummation of such sale or other disposition, (iii) this Agreement, the other Credit Documents, Permitted Liens (other than Liens permitted under Section 8.5(l)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Annex 8.20; provided, however, that this clause (iv) shall any Contractual Obligation relating to Indebtedness permitted pursuant to Section 8.6 (including Liens permitted pursuant to Section 8.5) to the extent, in the good faith judgment of the Borrower, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Borrower has determined in good faith that such restrictions would not prohibit reasonably be expected to impair in any material respect the ability of the Loan Parties to meet their ongoing payment obligations under the Credit Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Borrower and the Subsidiaries than the restrictions in the Credit Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 8.6(c) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold Indebtedness and (zvi) clause (a)(iv) of this Section shall not apply to customary non-assignment provisions in leases restricting the assignment thereof franchise agreements, licenses, easements, leases, indemnities or the granting of a leasehold mortgage thereonother agreements (other than any System Leases).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary (other than a Special Purpose Finance Subsidiary) to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower or invest any Guarantor, in a Loan Partyeach case other than (i) any limitation consisting of customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business to the extent such provisions restrict the transfer or assignment of such agreement, (ii) any limitation pursuant to a Lien permitted under clause (i) or (j) of any Subsidiary Section 7.01 to Guarantee the Secured Obligationsextent such provisions restrict the transfer of the property subject to such agreements, (iii) customary limitations on the Disposition of any Subsidiary an asset pursuant to make or repay loans an agreement with a Person that is not an Affiliate to a Loan PartyDispose of such asset to such Person to the extent such Disposition is permitted by Section 7.05, or (iv) customary limitations on the Borrower or any of its Subsidiaries party to a Permitted Securitization Facility that restrict the transfer of the Loan Parties Borrower’s or any such Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, (v) limitations set forth in documents governing Indebtedness permitted under Section 7.03(d) or Section 7.03(k) so long as such limitations are not applicable to any Person, or the properties or assets of any Person, other than the Person(s), or the property or assets of the Person(s), that are the subject of the applicable Acquisition, (vi) limitations set forth in the Senior Notes or any document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in respect thereof, (vii) customary limitations in joint venture agreements and other similar agreements entered into in the ordinary course of business with respect to the disposition or distribution of assets or property, (viii) limitations imposed by customers under Contractual Obligations entered into the ordinary course of business with respect to cash or other deposits or net worth, (ix) limitations set forth in agreements governing Indebtedness, Disqualified Equity Interests or preferred Equity Interests of any Restricted Subsidiary that is an Excluded Subsidiary so long as such Indebtedness, Disqualified Equity Interests or preferred Equity Interests are permitted to be incurred hereunder; provided that, in the good faith determination of the Borrower, the provisions relating to such restrictions contained in such agreements, taken as a whole, are not materially more restrictive than the corresponding provisions contained in this Agreement, (x) limitations set forth documents governing Indebtedness permitted under Section 7.03(h) or Section 7.03(i) so long as the limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement and (xi) limitations set forth in documents governing any Indebtedness permitted to be secured hereunder so long as such limitations apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness or (b) prohibits, restricts, or imposes any condition upon the ability of the Borrower or any of its Restricted Subsidiaries to create, incur, assume incur or suffer permit to exist Liens on any Lien upon any of its property of such Person or assets (other than any Excluded Assets) in favor of the Collateral AgentAdministrative Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations other than prohibitions, restrictions or conditions (i) contained in any Loan Document, the Senior Notes or any document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in respect thereof; provided(ii) in licenses, howeverleases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); provided that this clause such restriction or limitation is limited to the assets subject to such license, lease or contract; (iii) customary limitations contained in any agreement with respect to a Disposition permitted under Section 7.05, (iv) shall contained in Acquired Indebtedness and Permitted Refinancings thereof; provided that the restrictive provisions in such Permitted Refinancing are not prohibit any negative pledge incurred or provided materially more restrictive than the restrictive provisions in favor of any holder of the Acquired Indebtedness permitted under being refinanced and in accordance with clauses (e) (solely such restrictions are limited to the extent any such negative pledge relates to the property financed by Persons or assets being acquired or the subject Subsidiaries of such Indebtedness), Persons and their assets; (g), (hv) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, joint venture arrangements or management contracts; provided that such restrictions are limited to assets of such joint venture and conditions the Equity Interests of the Persons party to such arrangement or contract; (vi) contained in the Indebtedness of Foreign Subsidiaries incurred pursuant to Section 7.03 and Permitted Refinancings thereof; provided that such restrictions only apply to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof); and (vii) contained in Indebtedness used to finance, or incurred for the purpose of financing, purchase money obligations for fixed or capital assets; provided that such restrictions apply only to the Subsidiary asset (or the Person owning such asset) being financed pursuant to such Indebtedness. Notwithstanding the foregoing, it is acknowledged and agreed that is to be sold and (z) clause (a)(iva) of this Section the preceding sentence shall not apply prohibit contractual obligations limiting Restricted Payments to customary the extent such limitations are no more restrictive or onerous than the provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonSection 7.06.

Burdensome Agreements. Enter intoExcept for restrictions and conditions (1) imposed by Law, permit (2) existing on the date hereof, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (3) of a customary nature contained in agreements relating to the Dispositions otherwise permitted under this Agreement pending such Disposition, provided such restrictions and conditions apply only to the Subsidiary that is or assets that are to be Disposed of or (4) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the Disposition or distribution of assets of such joint venture, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document, or any related document, instrument or agreement) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer permit to exist Liens on its property of such Person in favor to secure the Obligations or other obligation secured or purported to be secured under the terms of the Collateral AgentDocuments; provided, however, that this clause the foregoing clauses (ivi) and (ii) shall not prohibit any such limitations applicable solely to any Restricted Subsidiary incurring Indebtedness permitted pursuant to Section 7.03(h) or 7.03(k) to the extent so provided in the agreements governing such Indebtedness and the foregoing clauses (i) and (iii) shall not (A) prohibit any negative pledge or restriction on transfer or assignment of property incurred or provided in favor of any holder of (1) a Lien permitted by Section 7.01(f), (i), (n), (o), (p) or (q), or (2) secured Indebtedness permitted under and Section 7.03(e), (h) or (k), in accordance with clauses (e) (each case, solely to the extent any such negative pledge or restriction on transfer or assignment of property relates to the property financed by or the subject of such IndebtednessIndebtedness or permitted by the terms of such provisions to be encumbered (or, in the case of a Lien permitted by Section 7.01(r), (g), (h) (solely to the extent any Equity Interests of the Unrestricted Subsidiary securing obligations of such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(pUnrestricted Subsidiaries) and any intercreditor agreement applicable (B) apply to customary provisions in leases, licenses and similar contracts restricting the Permitted Senior Debt) assignment, encumbrance, sub-letting or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03transfer thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another the Obligations or other obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is secured or purported to be sold and (z) clause (a)(iv) secured under the terms of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonCollateral Documents.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Company or other distributions to any Loan Party Subsidiary Borrower or to otherwise transfer property to the Company or invest in a Loan Partyany Subsidiary Borrower, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Company or any Subsidiary Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Subsidiary to create, incur, assume or suffer to exist Liens on in property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03Person; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that in each case, other than (x1) this Agreement and the foregoing shall not apply to restrictions and conditions imposed by applicable Lawother Loan Documents, (y2) any documents governing Indebtedness set forth on Schedule 6.03 and any documents governing future Indebtedness permitted under Section 6.03(i), (3) any agreements governing any purchase money Liens or Capitalized Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the foregoing shall not apply to customary assets financed thereby), (4) restrictions and conditions contained in agreements relating instruments governing Indebtedness of any Foreign Subsidiary which Indebtedness is otherwise permitted under Section 6.03, (5) restrictions in any receivables facility permitted by Section 6.03(h)(ii) with respect to the sale assets described in Section 6.05(g) or any restriction referenced in clause (a)(i) and (ii) above in respect of any Receivables Subsidiary and (6) in the case of clause (i) above, any restrictions with respect to a Subsidiary permitted hereunder pending imposed pursuant to any agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests of such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonSubsidiary.

Burdensome Agreements. Enter into, permit any Subsidiary to No Loan Party shall enter into, into or permit to exist any Contractual Obligation (other than (w) the Senior Note Indenture, (x) this Agreement or any other Loan Document, (y) the ABL Credit Agreement or any document relating thereto, or (z) the US Term Loan Credit Agreement or any document relating thereto) that (a) limits the ability (i) of any Subsidiary Loan Party to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentAdministrative Agent under the Loan Documents; provided, however, that this clause none of the foregoing shall prohibit (ivA) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted described under and in accordance with clauses (eh) and (u) of the definition of Permitted Encumbrances permitted hereunder solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), ; (g), (hB) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary anti-assignment provisions in leases contracts restricting the assignment thereof or in contracts for the granting Disposition of any assets or any Person, provided that the restrictions in any such contract shall apply only to the assets or Person that is to be Disposed of; (C) customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (E) customary restrictions arising under licenses and other contracts entered into in the ordinary course of business to the extent permitted hereunder; (F) customary restrictions under Guarantees of the Parent in connection with the French Credit Agreement; (G) Contractual Obligations which (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.10) are listed on Schedule 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation in an manner adverse to the Lenders; or (H) Contractual Obligations which are binding on a leasehold mortgage thereonSubsidiary 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.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that that: (a) limits the ability (i) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to the Company or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Company or invest in a Loan Party, any Guarantor; (iib) limits the ability of any Restricted Subsidiary that is a (1) Domestic Subsidiary to Guarantee the Secured Obligations, Obligations or (iii2) of any Foreign Subsidiary to make or repay loans to a Loan Party, Guarantee the Foreign Obligations; or (ivc) limits the ability of the Loan Parties Company or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the type constituting, or required from time to time to constitute, Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely pursuant to the extent any such negative pledge relates Loan Documents for the benefit of the Secured Parties to secure the property financed by Obligations (or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) that requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person); provided, provided that (x) the foregoing clauses (a) through (c) shall not apply to restrictions limitations that: (i) are incurred in favor of any holder of Indebtedness permitted under (A) Section 7.03(f)(i) solely to the extent any such limitation relates to the property financed by or the subject of such Indebtedness or (B) Section 7.03(s) solely to the extent any such limitation relates to Receivables and conditions Related Assets that are the subject of a Permitted Receivables Financing permitted hereunder; (ii) are imposed by applicable Law, Laws; (yiii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the foregoing shall not apply to Company or any Restricted Subsidiary; (iv) are customary restrictions and conditions on Dispositions of real property interests found in reciprocal easement agreements of the Company or any Restricted Subsidiary; (v) are customary restrictions contained in an agreement related to the Disposition of assets (to the extent such sale is permitted pursuant to Section 7.05) that limit the encumbrance of such assets pending the consummation of such Disposition; (vi) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) are in the Organization Documents or any related joint venture or similar agreements binding on or applicable to any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary (but only to the extent such limitation covers only the assets of such Restricted Subsidiary and any Equity Interest in such Restricted Subsidiary); (viii) are contained in any agreement (1) evidencing Indebtedness which a Loan Party or Subsidiary may create, incur, assume, or permit or suffer to exist under Section 7.03 and which Indebtedness is secured by a Lien permitted to exist under Section 7.01, and (2) which prohibits the transfer of, and the creation of any other Lien on, the property securing such Indebtedness (and any replacement property and customary provisions in respect of proceeds, accessions, and other after-acquired property); (ix) (A) exist on the date hereof and (to the extent not otherwise permitted by this Section) either are contained in the 2002 Indenture (as in effect on the date hereof) or the 2006 Indenture (as in effect on the date hereof) or are listed on Schedule 7.09 hereto and (B) to the extent limitations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Refinancing Indebtedness in respect of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such limitation; (x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary so long as such limitations were not entered into or created in contemplation of such Person becoming a Restricted Subsidiary; and (xi) contained in any Guarantee entered into by the Company or a Restricted Subsidiary relating to the sale Indebtedness of a any Subsidiary permitted hereunder pending to be incurred under Section 7.03, which subordinates any rights of the Company or any Restricted Subsidiary thereunder to payment from such sale, provided, that such restrictions and conditions apply only Subsidiary to the Subsidiary that is payment in full of such Indebtedness. provided that, notwithstanding anything to be sold and (z) clause (a)(iv) the contrary in this Section, neither the Company nor any of this Section its Restricted Subsidiaries shall not apply create, incur, assume, or permit or suffer to customary provisions in leases restricting the assignment thereof or exist any restriction on the granting of a leasehold mortgage thereonLiens in favor of the Administrative Agent on assets of the type that are, or would constitute, Collateral under any Security Instrument in effect immediately prior to any Collateral Release Event.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Restricted Subsidiary becomes a Loan PartyRestricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Obligations of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Sections 7.02(f) or (eg) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, (h) (solely to or provisions in licenses, easements or leases, in each case entered into in the extent any such negative pledge relates to ordinary course of business and consistent with past practices, which restrict the Subsidiary acquired pursuant to a Permitted Acquisition)transfer, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) assignment or encumbrance thereof or (kC) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions limitations contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to Drop Down Credit Agreement as in effect on the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonClosing Date.

Burdensome Agreements. Enter intoThe Borrower will not, and will not permit any Restricted Subsidiary to to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement, any other Loan Document or the ABL Credit Agreement or any other ABL Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Restricted Subsidiary or to otherwise transfer property to the Borrower or invest in a Loan Partyany Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee Guaranty the Secured Obligations, Obligations of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentAdministrative Agent and the Lenders securing the Obligations; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the . The foregoing shall not apply to prevent (i) restrictions and conditions imposed by applicable Lawon the transfer of Equity Interests not pledged as Collateral in Unrestricted Subsidiaries, (yii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary non-assignment provisions in leases restricting and other agreements entered into in the assignment thereof ordinary course of business, (iii) any restriction with respect to assets imposed pursuant to any agreement otherwise permitted hereunder entered into for the Disposition of such assets prior to the closing of such Disposition and (iv) restrictions on the transfer or the granting pledge of a leasehold mortgage thereoninterests in any personal property constituting Excluded Assets.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument or pursuant to the Senior Note Facility (or any permitted replacement thereof)) that (a) limits the ability (i) of any Subsidiary of the Borrower to make Restricted Payments or other distributions to any Loan Party the Borrower or to otherwise transfer property to or invest in a Loan Partythe Borrower, (ii) of any Subsidiary of the Borrower to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of secured Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except in each case for prohibitions or restrictions existing under or by reason of: (i) customary non-assignment provisions with respect to leases or licensing agreements entered into by the Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business and consistent with past practices; (ii) any restriction or encumbrance with respect to any asset of the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets or all or substantially all of the Equity Interests or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; providedand (iii) with respect to clauses (a)(ii) and (iii), that provisions contained in documents evidencing Indebtedness permitted pursuant to Section 7.03 so long as such provisions permit (x) any Subsidiary of the foregoing shall not apply Borrower to restrictions Guarantee the Indebtedness of the Borrower under this Agreement and conditions imposed by applicable Law, the other Loan Documents and any refinancing or replacement thereof and (y) the foregoing shall not apply Borrower or any of its Subsidiaries to customary restrictions secure their obligations under (A) this Agreement and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions other Loan Documents and conditions apply only to the Subsidiary that is to be sold any refinancing or replacement thereof and (zB) clause (a)(iv) Subsidiary Guarantees of this Section shall not apply to customary provisions in leases restricting such obligations with Liens on property of the assignment thereof or the granting of a leasehold mortgage thereonBorrower and its Subsidiaries.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document or any Term Loan Document) that (a) limits the ability (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 PartyParty or any Subsidiary, except for (x) at the time any Subsidiary becomes a Subsidiary of any Borrower, so long as such agreement was not entered into primarily in contemplation of such Person becoming a Subsidiary of such Borrower, (y) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder or (z) customary provisions in leases and other contracts and agreements restricting the assignment thereof, (ii) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ec) or (d) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), ; (g), (hb) (solely customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the Disposition of any assets or any Subsidiary provided that the restrictions in any such contract shall apply only to the extent any such negative pledge relates assets or Subsidiary that is to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03be Disposed of; or (bc) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of Person unless such Lien is a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonPermitted Encumbrance.

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 Borrower or any Restricted Subsidiary to enter into(i) to act as a Loan Party or (ii) create, incur, or permit to exist any Contractual Obligation (other than this Agreement Lien on any of its property or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03assets; or (b) requires encumbers or restricts the grant ability of a Lien any Restricted Subsidiary to secure an (i) make Restricted Payments, (ii) pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary, (iii) make loans or advances to the Company or any Restricted Subsidiary, (iv) to Guarantee Indebtedness of such Person if a Lien is granted the Company or any Restricted Subsidiary, or (v) sell, lease or transfer any of its property to secure another obligation of such Personthe Company or any other Restricted Subsidiary; provided, provided that (xA) the foregoing shall not apply to restrictions and conditions imposed by applicable Lawlaw, Permitted Encumbrances, any Subordinated Debt, the documents governing any Indebtedness permitted to be incurred pursuant to Section 7.02(h), or by this Agreement, (yB) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder any assets pending such sale, provided, that provided such restrictions and conditions apply only to the assets or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (zD) clause (a)(iva) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Permitted Securitization Transactions permitted by this Section Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or transferred or financed by any such securitization arrangement, (E) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (F) the foregoing shall not apply to restrictions and conditions that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into in contemplation of or the granting of in connection with such Person becoming a leasehold mortgage thereonRestricted Subsidiary.

Burdensome Agreements. Enter intoHoldings shall not, nor shall it permit any Subsidiary to to, enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments dividends or other distributions to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Guarantor, (ii) of any Subsidiary or Holdings to Guarantee the Secured Obligations, Obligations hereunder or (iii) of any Subsidiary to make or repay loans to a Loan PartyHoldings, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure the Collateral AgentObligations; provided, however, that this clause (iv) Section 7.08 shall not prohibit any negative pledge limitations: (A) incurred or provided in favor of any holder of Indebtedness secured by Liens permitted under and in accordance with clauses (eSection 7.01(b) (and any refinancings, refundings, renewals or extensions thereof permitted under Section 7.02(u)), Section 7.01(k) or Section 7.01(m) solely to the extent any such negative pledge limitation relates to the property financed by or the subject of such IndebtednessIndebtedness and any proceeds of, accessions to, or substitutions of similar value for such property; (B) existing by reason of provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, partnership agreements and other agreements that customarily restrict the same; (C) that are or were created by virtue of any sale or transfer of, agreement to sell or transfer or option or right with respect to any property or assets (including the capital stock of any Person) not otherwise prohibited under this Agreement; (D) under any agreement, instrument or contract affecting property or a Person at the time such property or Person was acquired by the Borrower or any of its Subsidiaries, so long as such restriction relates solely to the property or Person so acquired and was not created in connection with or in anticipation of such acquisition; (E) in effect on the date hereof and set forth on Schedule 7.08 so long as the consequences of violating any such limitations would not reasonably be expected to have a Material Adverse Effect; (F) with respect to clause (iii) above, to the extent such Contractual Obligation permits the creation, incurrence, assumption or existence of a Lien on property of the Borrower or any Subsidiary (x) to secure Obligations (including Loans) in favor of the Collateral Agent on behalf of the Secured Parties under this Agreement and (y) to secure amounts due under one or more other financing arrangements that refinance, refund, renew, extend or otherwise replace this Agreement in whole or in part in favor of lenders or other holders of indebtedness (or an agent on behalf of such lenders or holders) (or any subsequent refinancings, refundings, renewals, extensions or replacements of any such arrangements); (G) under any document, instrument or agreement entered into in connection with Indebtedness permitted under Section 7.02(c), (g), (hk), (m), (o), (x) or (u) (solely to the extent related to any such negative pledge relates to of the Subsidiary acquired foregoing); (H) pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, ; or (yI) pursuant to this Agreement and the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonother Loan Documents.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or Agreement, any other Loan Document, the First Lien Loan Documents or the Financed Aircraft Loan Documents) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party First Lien Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany First Lien Guarantor, (ii) of any Subsidiary to Guarantee guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; (other than Liens permitted hereunder) (provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.03 solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness and the proceeds thereof), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, provided that (x) the foregoing restrictions shall not apply to restrictions and conditions imposed (i) by applicable Lawreason of customary provisions restricting assignments, (y) the foregoing shall not apply to customary restrictions and conditions subletting or other transfers contained in leases, licenses, joint venture agreements relating and similar agreements entered into in the ordinary course of business; (ii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (iii) in any agreement for the sale or other disposition of a Subsidiary permitted hereunder that restricts distributions by that Subsidiary pending the sale or other disposition; (iv) in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such sale, provided, that such restrictions and conditions apply only acquisition (except to the Subsidiary that extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to be sold any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired (provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.03); and (zv) clause (a)(iv) of this Section shall not apply to customary provisions restrictions in leases restricting effect on the assignment thereof or the granting of a leasehold mortgage thereonClosing Date and set forth on Schedule 7.11.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.01, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to, or other distributions to any Loan Party or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Loan PartyRestricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Secured ObligationsIndebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.02(f) or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit (X) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g)Y) customary limitations and restrictions contained in, (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition)and limited to, (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) specific leases, licenses, conveyances and any intercreditor agreement applicable to the Permitted Senior Debt) other contracts or (kZ) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary non-assignment provisions in leases restricting purchase and sale or exchange agreements or similar operational agreements, which restrict the transfer, assignment thereof or encumbrance of the granting of a leasehold mortgage thereonassets subject thereto.

Burdensome Agreements. Enter intoThe Borrower shall not, nor shall it permit any Subsidiary to to, directly or indirectly, enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits encumbers or restricts the ability of (i) of any Subsidiary to pay any Indebtedness or other obligation owed to the Borrower, (ii) any Subsidiary to make Restricted Payments loans or other distributions advances to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Secured ObligationsBorrower, (iii) any Subsidiary to transfer any of its property to the Borrower, (iv) any Subsidiary to make dividends or repay loans distributions to a Loan Partyits parent, or (ivv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on pledge its property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely pursuant to the extent Loan Documents or any such negative pledge relates to the property financed by renewals, refinancings, exchanges, refundings or the subject of such Indebtedness)extension thereof, (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien 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 secure an obligation of such Person if a Lien is granted in clauses (a) or (b) above) pursuant to secure another obligation of such Person; provided, that (xA) this Agreement and the foregoing shall not apply to restrictions and conditions imposed by applicable Lawother Loan Documents, (yB) the foregoing shall not apply any document or instrument governing Indebtedness (1) incurred pursuant to Section 7.02 or (2) otherwise permitted under this Agreement, (C) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted hereunder under Section 7.04 pending the consummation of such sale, provided, that such sale or (D) customary restrictions and conditions apply only to the in organization documents of any Subsidiary that is not Wholly Owned, or (c) encumbers or restricts the ability of the Borrower to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting remain an obligor under the assignment thereof Loan Documents or the granting of a leasehold mortgage thereonany renewals, refinancings, exchanges, refundings or extension thereof.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any Subsidiary of its Applicable Subsidiaries that are Guarantors to enter into, into or permit suffer to exist or become effective any Contractual Obligation (other than this Agreement consensual encumbrance or any other Loan Document) that restriction on (a) limits the ability (i) of any such 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) respect of any Equity Interests of such Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Partyheld by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary and (ivb) the ability of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on any Lien upon any of its property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Personthe Obligations hereunder; provided, provided that (xi) the foregoing shall not apply to restrictions and conditions imposed by applicable LawLaw or by this Agreement, (yii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) to the extent such restrictions are listed on Schedule 6.14 attached hereto, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ziv) the foregoing shall not apply to restrictions and conditions contained in the documentation evidencing any Indebtedness permitted hereunder; provided that in no event shall such restrictions and conditions contained in such documentation evidencing such permitted Indebtedness (x) in the case of clause (a)(iv) a), be more restrictive than the restrictions and conditions set forth in Section 6.06 of this Agreement and this Section 6.14 and (y) apply to any property or assets other than the property securing such Indebtedness, (v) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and, (vi) the foregoing shall not apply to the Note Purchase Agreements or the granting Term Loan Agreement and (vii) the foregoing shall not apply to restrictions and conditions contained in the constituent documents of an Applicable Subsidiary that is not a leasehold mortgage thereonGuarantor; provided that, nothing in this Section 6.14 shall limit the Grantors representations or obligations under Sections 3.18, 5.13(d) or 5.14, with respect to the Mortgaged Properties.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ec) or (f) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if (other than a Lien is granted to secure another obligation Permitted Encumbrance); except, in the case of each of clauses (a) and (b), for any agreement (i) in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party so long as the agreement was not entered into solely in contemplation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable LawPerson becoming a Subsidiary of a Loan Party, (yii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale representing Permitted Indebtedness of a Subsidiary permitted hereunder pending such salewhich is a Loan Party, providedand (iii) containing customary restrictions on assignments, that leases, subleases, licenses or joint venture agreements so long as such restrictions and conditions apply only relate solely to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonassets subject thereto.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement any Loan Document or any other Loan DocumentPermitted Pari Passu Provision) that (a) limits the ability of (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) of any Subsidiary to Guarantee transfer any Unencumbered Pool Property, or the Secured Obligationsright to receive any income therefrom to any Loan Party, (iii) of the Parent or any Subsidiary of the Borrower to make or repay loans to a Loan Party, Guarantee any Obligations or (iv) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property (x) any Unencumbered Pool Property, or the right to receive any income therefrom or proceeds thereof to secure any Obligations, in each case, other than Permitted Property Encumbrances or (y) any Equity Interest of any Direct Owner or any Indirect Owner of any such Person Direct Owner, or the right to receive any income therefrom or proceeds thereof, in favor of the Collateral Agenteach case, other than Permitted Equity Encumbrances; providedprovided that clauses (i), however, that this clause (ii) and (iv) of this Section 7.07 shall not prohibit any negative pledge (A) limitation on Negative Pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Reporting Entity and that is permitted under and in accordance with clauses Section 7.01 (e) (solely to provided that such limitation on Negative Pledges shall only be effective against the extent any such negative pledge relates to the assets or property financed by or the subject of securing such Indebtedness), (gB) Negative Pledges contained in any agreement in connection with a Disposition permitted by Section 7.03 (provided that such limitation shall only be effective against the assets or property that are the subject of Disposition) and (C) limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements or other similar agreements applicable to Subsidiaries that are not Wholly Owned Subsidiaries; provided, further, that notwithstanding the foregoing, in no event shall any Negative Pledge be permitted with respect to (1) any Unencumbered Pool Property, (2) the Equity Interests of any Direct Owner of an Unencumbered Pool Property (excluding for purposes of this clause (2), (h) (solely to limited partnership interests held by RRG B.U.G. Limited Partnership, Mattxxx Xxxup Jay Xxxeet/BUG, LLC and the extent any such negative pledge relates to Sachs Family Partnership, L.P., or their third-party successors and assigns, in their capacities as owners of a Direct Owner of the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long Property identified as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior DebtOne MetroTech Center) or (k3) (solely to the extent Equity Interests of any Indirect Owner of any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonDirect Owner.

Burdensome Agreements. Enter intoThe Borrower shall not, nor shall it permit any Subsidiary to of its Restricted Subsidiaries to, enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of to secure its obligations under the Collateral AgentLoan Documents to which it is a party; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided the requirement of granting a pari passu Lien in favor of any holder of any public Indebtedness permitted under and in accordance with clauses (e) (solely if the Obligations hereunder are required to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Personbe secured; provided, that (x) further, however, the foregoing shall not apply to (v) restrictions and conditions imposed by applicable Lawlaw or this Agreement, (yw) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the a sale of a Subsidiary permitted hereunder or all or substantially all of its assets pending such sale, provided, ; provided that such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (x) customary provisions in leases, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person, (y) customary restrictions or conditions imposed by any agreement relating to any secured Indebtedness permitted to be sold incurred hereunder; provided that such restrictions or conditions apply only to the property or assets securing such secured Indebtedness, or the proceeds thereof and (z) with respect to clause (a)(iv) of this Section shall not apply to iii), customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonthereof.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Subsidiary Guarantor to make Restricted Payments to the Borrower or other distributions to any Loan Party Subsidiary Guarantor or to otherwise transfer property to the Borrower or invest in a Loan Partyany Subsidiary Guarantor, (iib) of any Subsidiary Guarantor to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, Obligations or (ivc) of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person (other than Excluded Property) to secure the Obligations, except: (i) Contractual Obligations in favor existence as of the Collateral Agent; provided, however, that Closing Date and set forth in Schedule 7.09; (ii) Contractual Obligations contained in this clause Agreement or any other Loan Document; (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.03(d), 7.03(e) (or 7.03(m) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; (iv) any instrument governing Indebtedness or Equity Interests of a Person and its Subsidiaries acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.03; (v) customary provisions restricting subletting or assignment of any lease, contract, or license of the Borrower or any Subsidiary or customary provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any agreement for the sale or other Disposition of assets, including customary restrictions on distributions by a Subsidiary of the Borrower to be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition was permitted by Section 7.05; (vii) any instrument or agreements governing Indebtedness permitted by Section 7.03(f), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Foreign Subsidiaries obligated in respect of such Indebtedness; (viii) negative pledges in favor of holders of Indebtedness permitted by Section 7.03 that limit the right of the debtor to dispose of or encumber the assets financed with such Indebtedness; (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (x) customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture and are entered into in the foregoing shall not apply to restrictions and conditions imposed by applicable Lawordinary course of business; and (xi) in the case of subclause (a), (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement or instrument relating to the sale any Indebtedness of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to be incurred subsequent to the Subsidiary that is Closing Date pursuant to be sold Section 7.03 if the encumbrances and (z) clause (a)(iv) restrictions are not materially more restrictive than those set forth in this Agreement and do not otherwise materially impair the ability of the Loan Parties to perform their obligations under this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonAgreement.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest make advances to the Borrower or any Guarantor, except pursuant to any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 and Contractual Obligations that are not materially more restrictive with respect to such limits or (B) at the time any Subsidiary becomes a Loan PartySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary Guarantor to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause clauses (ivi) and (iii) shall not prohibit any negative pledge or transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(g) (solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness and clauses (i), (g), ii) and (hiii) (solely shall not apply to customary restrictions and conditions contained in agreements relating to the extent any assignment of such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject transfer of such Indebtedness) all or substantially all the assets of Section 7.03; a Subsidiary or the transfer of Equity Interests of a Subsidiary or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, provided that (x) the foregoing this Section 7.09 shall not apply to any restriction in the Senior Unsecured Note Documents so long as the material restrictions and conditions imposed by applicable Lawcontained therein, (y) the foregoing shall not apply to customary restrictions and conditions contained taken as a whole, are at no time less favorable in agreements relating any material respect to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof Loan Parties or the granting of a leasehold mortgage thereonLenders than the restrictions contained therein on the Closing Date.

Burdensome Agreements. Enter intoThe Borrower shall not, nor shall it permit any Subsidiary to to, directly or indirectly, enter into, or permit to exist into any Contractual Obligation (other than this Agreement any Loan Document or any other Loan DocumentPermitted Pari Passu Provision) that (a) limits the ability of (i) of any Subsidiary to make Restricted Payments to the Borrower or other distributions any Guarantor (except for any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to any Loan Party or to otherwise transfer property to or invest in a Loan Partynon-Affiliate of the Borrower and that is permitted under Section 7.03), (ii) of any Subsidiary (other than an Excluded Subsidiary) to Guarantee transfer property to the Secured ObligationsBorrower or any Guarantor, (iii) of any Subsidiary of the Borrower (other than an Excluded Subsidiary) to make or repay loans to a Loan Party, Guarantee any Obligations or (iv) of the any Loan Parties or any Subsidiary Party to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agentto secure any Obligations; provided, howeverthat clauses (i), that this clause (ii) and (iv) of this Section 7.09 shall not prohibit any (A) negative pledge pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Borrower and that is permitted under and in accordance with clauses Section 7.03 (e) (solely to provided that such limitation on negative pledges shall only be effective against the extent any such negative pledge relates to the assets or property financed by or the subject of securing such Indebtedness), (g), B) negative pledges contained in any agreement in connection with a Disposition permitted by Section 7.05 (h) (solely to provided that such limitation shall only be effective against the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) assets or (k) (solely to the extent any such negative pledge relates to the property financed by or that are the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; providedDisposition), that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (zC) clause (a)(iv) limitations on Restricted Payments or negative pledges by reason of this Section shall not apply to customary provisions in leases restricting the assignment thereof joint venture agreements or the granting of a leasehold mortgage thereonother similar agreements applicable to Subsidiaries that are not Wholly-Owned Subsidiaries.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than this Agreement or any other Loan Documentand the Senior Notes Indentures and the Senior Secured Notes Indenture as in effect on the Closing Date, and, subject to the proviso below, Refinancing Indebtedness) that that: (a) limits the ability (i) of any Obligor or Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party Obligor or to otherwise transfer property any Property to any Obligor, provided that this clause (i) shall not prohibit (A) any such restrictions on transfers of Property by Foreign Subsidiaries contained in financing agreements governing the Indebtedness of such Foreign Subsidiaries permitted by Section 9.2.3, or invest (B) a Restricted Subsidiary from entering into customary agreements to maintain a minimum amount of assets in connection with a Loan PartyGuarantee provided by such Restricted Subsidiary permitted under Section 9.2.3, (ii) of any Obligor or Restricted Subsidiary to act as an Obligor under the Credit Documents or to Guarantee the Secured ObligationsObligations of any Obligor, or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Obligor or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property any Property of such Person in favor of securing the Collateral Agent; Obligations, provided, however, that this clause clauses (ivi), (ii) and (iii) above shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness any Lien permitted under and in accordance with clauses Sections 9.2.1(b), (e), (f), (i), (j), (k), (l), (r), (t), (u), (v), (w), (x), (y) and (z) solely to the extent any such negative pledge or other restriction on transfer of Property relates to the property Property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) Indebtedness and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03proceeds thereof; or or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation the Obligations of such Person; provided, however, that any of the limitations or requirements referred to in clause (xa) the foregoing or clause (b) preceding as they apply to any Contractual Obligation relating to Refinancing Indebtedness shall not apply limit the ability of any Obligor or Restricted Subsidiary to restrictions (1) act as an Obligor under the Credit Documents or to Guarantee the Obligations of any Obligor or (2) create, incur, assume or suffer to exist Liens on any Property of such Person securing the Obligations, except for any negative pledge expressly permitted pursuant to the proviso in clause (a) preceding; and conditions imposed by applicable Lawprovided, (y) the foregoing further, however, that this Section 9.2.9 shall not apply to limit customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending pursuant to Permitted Inventory Structuring Transactions or Permitted Accounts Transactions which limit (i) the ability to grant Liens on the Inventory Structuring Collateral of the Inventory Structuring Subsidiary to secure the Obligations, or prohibit dispositions of the Inventory Structuring Collateral that are the subject of such sale, provided, that such restrictions and conditions apply only Permitted Inventory Structuring Transaction or (ii) the ability to the Subsidiary that is grant Liens on accounts or other assets subject to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonPermitted Accounts Transaction.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any Subsidiary to of its Subsidiaries to, enter into, or permit to exist into any Material Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits in any material respect the ability (i) of any Subsidiary to pay dividends or make Restricted Payments or other distributions with respect to any Loan Party capital stock or equity interests of such Subsidiary to the Borrower or to otherwise transfer property to the Borrower or invest in a Loan Partyany other Subsidiary, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower under this Agreement or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor for the benefit of the Collateral Agent; providedAdministrative Agent or the Lenders, howeverprovided that the foregoing clauses (i), that this clause (ivii) and (iii) shall not prohibit any apply to Material Contractual Obligations which: (a) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such Material Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (b) represent or secure Indebtedness of a non-U.S. Subsidiary, provided that such Material Contractual Obligations apply solely to such non-U.S. Subsidiary; (c) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture; (d) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (Section 7.02 but solely to the extent any such negative pledge or other restriction on Liens relates to the property financed by or the subject of such Indebtedness), ; (g), (he) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to are customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder or any assets pending such sale, provided, sale to the extent that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and sold; (zf) clause (a)(iv) are restrictions existing on the date of this Agreement contained in agreements and arrangements set forth on Schedule 7.04 to the Disclosure Letter, (including any amendments or replacements of such agreements or arrangements) and restrictions in future agreements or arrangements substantially similar to such restrictions; (g) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section shall not 7.02 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (i) are restrictions contained in arrangements or agreements with Governmental Authorities or adopted to comply with any rule, directive or interpretation of any Governmental Authority, including restrictions imposed under a license or authorization issued or granted by regulatory, statutory or governmental bodies relating to capital compliance or net worth plus a reasonable margin above such minimum; (j) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (k) are restrictions imposed upon Subsidiaries serving as special purpose vehicles in connection with Securitizations; (l) are customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in leases restricting agreements that restrict the assignment thereof of such agreements or the granting any rights thereunder; or (m) are customary financial covenants and other agreements affecting maintenance or retention of assets or capital by a leasehold mortgage thereonSubsidiary.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement Agreement, or any other Loan DocumentDocument or the Notes Documents) that (a) limits the ability (i) of any Restricted 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) of any Restricted Subsidiary (other than an Excluded Subsidiary) to Guarantee the Secured Obligations, (iii) of any Restricted Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (ec) or (f) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; providedprovided further, that (x) that, the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to (A) restrictions and conditions imposed by applicable LawLaw or by any of the Loan Documents, (yB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is a Permitted Disposition hereunder, (zC) clause in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (a)(ivD) restrictions and conditions set forth in the definitive documentation governing the Notes Facility if such restrictions or conditions apply only to the property or assets securing such Indebtedness[reserved], (E) restrictions and conditions imposed by agreements relating to Permitted Indebtedness of this Section shall Subsidiaries that are not Loan Parties, and (F) cash to secure letters of credit and other segregated deposits that are Permitted Encumbrances, provided that such restrictions and conditions apply only to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereonsuch Subsidiaries that are not Loan Parties.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) encumbers or restricts the ability of any Subsidiary such Person to (A) pay dividends or make Restricted Payments or any other distributions to any Loan Party on its Capital Stock or with respect to otherwise transfer property any other interest or participation in, or measured by, its profits, (B) pay any Indebtedness or other obligation owed to or invest in a any Loan Party, (C) make loans or advances to any Loan Party or (ii) prohibits or otherwise restricts the existence of any Subsidiary to Guarantee Lien upon the Secured ObligationsProperty, (iii) whether now owned or hereafter acquired, of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person Party in favor of the Collateral AgentAdministrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations or (D) grants a Lien on any real property or real property interest owned or leased by any Loan Party; provided, however, that this clause the foregoing clauses (ivi) and (ii) shall not prohibit apply to Contractual Obligations which: (a) arise in connection with this Agreement and the other Loan Documents; (b) arise pursuant to customary restrictions and conditions contained in any negative pledge incurred or provided in favor agreement relating to the sale of any holder of Indebtedness Property permitted under Section 7.05 pending the consummation of such sale; (c) are customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (d) are customary provisions in joint venture agreements and in accordance with clauses other similar agreements applicable to joint ventures permitted under this Agreement; (e) are customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business; (solely f) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business; (g) relate to cash or other deposits permitted under this Agreement; (h) (i) exist on the date hereof and (to the extent any such negative pledge relates not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (ii) to the property financed extent Contractual Obligations permitted by clause (i) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (i) arise in connection with a Term Loan Document or the subject AFI Australia Subordination Agreement; (j) arise in connection with restrictions and conditions on any Foreign Subsidiary organized under the laws of such Indebtednessthe People’s Republic of China or any state or other political subdivision thereof; (k) arise in connection with any document or instrument governing Indebtedness incurred pursuant to clauses (b), (d), (e), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisitionj), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debtm) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtednessq) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of , provided that any such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions restriction contained in agreements relating therein relates only to the sale asset to which such Indebtedness is related; and (l) arise in connection with any Indebtedness of a Subsidiary which is not a Loan Party which is permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this by Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon7.03.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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) of any Subsidiary to Guarantee the Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; Provided, that, this Section 7.11 shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (d) of the definition of Permitted Indebtedness solely to the extent any such restriction relates to the property financed by or the subject of such Indebtedness, (B) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease, (C) any encumbrance or restriction contained in any agreement of a Person acquired in a Permitted Investment, which encumbrance or restriction was in existence at the time of such Permitted Investment (but not created in connection therewith or in contemplation thereof) and which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the property and assets of the Person so acquired, (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (E) prohibitions, restrictions or conditions contained in any agreement of a Person that becomes a Subsidiary of Lead Borrower after the Closing Date which existed prior to the date that such Person became a Subsidiary; provided, that, such prohibitions, restrictions or conditions existed at the time that (x) the foregoing shall such Person became a Subsidiary and were not created in contemplation of such Person becoming a Subsidiary and do not apply to restrictions and conditions imposed by applicable Lawany other Subsidiary or any assets other than those of the Subsidiary so acquired, (yF) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Indebtedness permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) under clause (a)(ivs) of the definition of Permitted Indebtedness and other Indebtedness not prohibited hereunder that are, taken as a whole, in each case, nor materially more restrictive than those contained in this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of Agreement, taken as a leasehold mortgage thereonwhole.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Company or other distributions to any Loan Party Guarantor or to otherwise transfer property to or invest in the Company or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.08 or (B) at the time any Subsidiary becomes a Loan PartySubsidiary of the Company, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Company, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Company or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses (eSection 7.02(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, Contractual Obligations that (y1) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale represent Indebtedness of a Subsidiary which is not a Loan Party which is permitted hereunder pending such saleby Section 7.02, provided(2) are customary restrictions that arise in connection with any Disposition permitted by Section 7.05, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z3) clause (a)(iv) of this Section shall not apply to are customary provisions in leases restricting joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture, (4) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the assignment thereof extent any negative pledge relates to the property financed by or secured by such Indebtedness (and excluding in any event any Indebtedness junior to the granting Obligations) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a leasehold mortgage thereonsenior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, and (5) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary Restricted Entity to make Restricted Payments to the Borrower or other distributions to any Loan Party Subsidiary Guarantor or to otherwise transfer property to or invest in a Loan Partythe Borrower or any Subsidiary Guarantor, (ii) of any Subsidiary Restricted Entity required to be a Guarantor hereunder to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary Party hereunder to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Section 7.02(f), (eg), (p) or (q) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (B) the negative pledges under the Senior Notes Indenture as the same are in effect on the date hereof and without giving effect to any amendments thereto after the date hereof or (C) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof; provided, further that clauses (i), (gii) and (iii) shall not apply (x) to any contract or agreement in effect (A) as of the Closing Date and set forth on Schedule 7.09 (and any replacements or extensions of any such contracts or agreements that do not materially expand any such limitations), (hB) (solely to at the extent time any such negative pledge relates to Subsidiary becomes a Subsidiary of the Subsidiary acquired pursuant to a Permitted Acquisition)Borrower, (j) (so long as such negative pledge permits Liens agreement was not entered into solely in accordance with Section 7.01(p) contemplation of such Person becoming a Subsidiary of the Borrower (and any intercreditor agreement applicable to the Permitted Senior Debtreplacements or extensions of any such contracts or agreements that do not materially expand any such limitations) or (kC) (solely to at the extent time any property is acquired, so long as such negative pledge relates restrictions relate only to the property financed by or so acquired and the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation agreement was not entered into solely in contemplation of such Person if becoming a Lien is granted to secure another obligation Subsidiary of the Borrower (and any replacements or extensions of any such Person; provided, contracts or agreements that (xdo not materially expand any such limitations) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, or (y) the foregoing shall not apply to customary any encumbrances or restrictions and conditions contained in agreements relating to the sale organizational documents of a Subsidiary joint venture permitted hereunder pending such sale, provided, that such restrictions and conditions apply only pursuant to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases 7.03 encumbering or restricting the assignment thereof disposition or distribution of assets of property of the granting of a leasehold mortgage thereonjoint venture.

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, or permit to exist into any Contractual Obligation (other than (x) this Agreement Agreement, or any other Loan DocumentDocument or, (y) the Indenture governing the New Notes or (z) or any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Company or other distributions to any Loan Party Guarantor or to otherwise transfer property to the Company or invest in a Loan Partyany Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrowers or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender; provided, however, that this clause (iviii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j), 7.02(l), 7.02(m) or 7.02(o), in accordance with clauses (e) (each case solely to the extent any such negative pledge relates to the property financed by by, securing or otherwise the subject of such Indebtedness), Indebtedness or (g), (hB) (solely restrictions on the encumbrance of specific property encumbered to the extent any such negative pledge relates secure payment of particular permitted Indebtedness or to the Subsidiary acquired be sold pursuant to an executed agreement with respect to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject sale of such Indebtedness) of Section 7.03assets; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the . The foregoing provision shall not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order (including agreements with regulatory authorities), (b) customary net worth, restrictions on cash or other deposits and conditions imposed by applicable Lawnon-assignment provisions of any lease, license or other contract, (c) customary restrictions (x) with respect to a Restricted Subsidiary or Subsidiaries pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Equity Interests of such Restricted Subsidiary or Subsidiaries or (y) the foregoing shall not apply to customary restrictions and conditions contained set forth in any agreements relating to the sale of a Subsidiary any Non-Core Asset Disposition or any Disposition under Section 7.05(i) permitted hereunder pending such salehereunder, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (zd) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting joint venture agreements, financing agreements related to Joint Ventures, and other similar agreements relating solely to the assignment securities, assets and revenues of Joint Ventures or other business ventures, (e) restrictions on transfer (including negative pledge provisions) set forth in any agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to the provisions of any credit facility entered into by such fund), (f) any provisions existing under, by reason of or with respect to Indebtedness of any Foreign Subsidiary and applicable only to Foreign Subsidiaries, (g) any provisions of or relating to any Performance Contingent Obligation (including without limitation any completion guarantee), (h) any Contractual Obligation that is reasonably determined by the Company not to materially adversely affect the ability of the Company to perform its obligations under the Loan Documents, or (i) any Contractual Obligation existing on the Closing Date or otherwise permitted under this Section 7.09 (and any amendment, restatement, refinancing, replacement or other modification thereof or so long as any change to the granting provisions relevant to this Section 7.09 are not more adverse to the interests of a leasehold mortgage thereonthe Lenders in any material respect).

Burdensome Agreements. Enter into, permit any Subsidiary to enter into, into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (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 any Loan Party, except (A) for any agreement in effect on the date hereof and set forth on Schedule 7.09; (B) for 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; (C) for those arising by reason of 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 or (D) for restrictions imposed upon the transfer of certain assets or Equity Interests pursuant to an agreement that has been entered into in connection with the Disposition of such assets or Equity Interests which Disposition is permitted hereunder, (ii) of any Subsidiary to Guarantee the Secured Obligations, Indebtedness of the Borrower or (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral AgentPerson; provided, however, that this clause (iviii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under and in accordance with clauses Sections 7.02(f) or (eo) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness), (g), (h) (solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (j) (so long as such negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) of Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.