Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions on assignments contained in agreements entered into in the ordinary course of business after using commercially reasonable efforts to eliminate such prohibition on assignments, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (6) restrictions and conditions contained in the documents, agreements and instruments governing Senior Unsecured Indebtedness, or (7) restrictions and conditions contained in documents, agreements and instruments governing joint venture arrangements and similar Investments, or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) in the case of the Borrower or any Wholly Owned Domestic Subsidiary, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions regarding confidentiality or restricting assignment, pledges or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence transfer of any Lien upon any agreement entered into in the ordinary course of its property business, (6) customary provisions in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.03(e), provided that any such restriction contained therein relates only 8.02 and applicable solely to the asset or assets constructed or acquired of such joint ventures, so long as such provisions and restrictions remain in connection therewith, (ii) in connection with 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 Lieneffect, and (iii7) pursuant to customary restrictions and conditions contained or encumbrances in any agreement relating to in effect at the sale of any property permitted under Section 8.05time such Person becomes a Subsidiary, pending the consummation so long as such agreement was not entered into in contemplation of such salePerson becoming a Subsidiary.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or permit to exist, any Contractual Obligation that prohibits the properties or otherwise restricts the existence assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or so acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to 8) customary restrictions and conditions contained in any agreement relating to the sale of entered into in connection with any property Indebtedness permitted under Section 8.05, pending 7.03(h) or (i) or obligations of the consummation types contemplated by the proviso of such salethe definition of Funded Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (vA) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (43) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iiiii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.. Notwithstanding the foregoing, the Loan Parties shall be permitted to enter into the Lease Agreements with the Tenants and the Tenants shall be permitted to enter into the Management Agreements with Marriott Hotel Services, Inc.

Burdensome Agreements. (a) Enter No Company shall enter into, incur, or permit to existexist any agreement or other arrangement (other than this Agreement or any other Loan Paper) that prohibits, restricts, or imposes any Contractual Obligation that encumbers or restricts on condition upon (a) the ability of any such Person Restricted Company to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation increate, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter intoincur, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of exist any Lien upon any of its property or assets securing Debt, or (b) the ability of any Restricted Company to pay dividends or other Distributions with respect to any shares of its capital stock to Borrower or any Guarantor, to otherwise transfer property or assets to Borrower or any Guarantor, to make or repay loans or advances to Borrower or any other Guarantor, or to guarantee the Debt of Borrower; provided, that (x) clauses (a) and (b) above shall not apply to (A) restrictions and conditions (1) imposed by Law, the Loan Papers, or any documentation for Debt constituting “Permitted Debt” under clauses (d), (l), (n) (solely with respect to Debt existing at the time of such acquisition, except to the extent entered into in connection therewith or in contemplation thereof), or (q) of the definition thereof, so long as such restrictions do not prevent, impede, or impair (I) the creation of Liens and Guaranties in favor of Lenders under the Administrative Agent Loan Papers or (for II) the benefit satisfaction of the Lenders) for obligations of Borrower and Guarantors under the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithLoan Papers, (ii2) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 8.05a Subsidiary or other asset, pending so long as the consummation sale of such saleSubsidiary or other asset is permitted pursuant to this Agreement, and (3) contained in agreements set forth on Schedule 10.16, (B) the Northstar Leases, and (C) the Canyons-Park City Lease as in effect on the Closing Date, and (y) clause (a) above shall not apply to customary provisions in leases and other agreements restricting the assignment thereof or the granting of Liens on leased or licensed property.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (vA) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (43) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iiiii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Borrower or Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.9 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (3) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Company, (4) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and (5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business relating to the assets and Equity Interests of such joint venture, or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Secured Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or to act as a Loan Party; (ii) make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iiiii) pay any Indebtedness or other obligation owed to any Loan Party, (iiiiv) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant create any Lien to secure the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of Obligations upon any of their properties or assets, whether now owned or hereafter acquired, except, in the matters referred to in clauses case of clause (i)-(va)(v) above) only, for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.02(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (3b) requires the grant of any Permitted Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations; provided, however, the foregoing shall not apply to (A) restrictions and conditions imposed by law, (B) restrictions and conditions existing on the date hereof identified on Schedule 7.09 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) Indebtedness of a Subsidiary that is an Excluded Subsidiary or restrictions and conditions contained in agreements or instruments evidencing any Indebtedness of an Excluded Subsidiary permitted to be incurred under Section 7.02, provided that the income and results of operations of such Excluded Subsidiary shall be excluded from the calculation of the covenants set forth in Section 7.11, (D) any document or instrument governing any Permitted LienLiens permitted pursuant to Sections 7.01(j), 7.01(l), 7.01(m), 7.01(q), 7.01(r) and, as long as the fair market value of assets subject to such permitted Liens does not exceed the amount of Indebtedness secured, 7.01(u), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or permitted Liens, and (4E) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) arise solely in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only disposition permitted by Section 7.05 and relate solely to the asset assets or assets Person subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained disposition. Notwithstanding anything in any agreement relating Section 7.09 to the sale contrary, nothing herein shall restrict the licensing or sublicensing by the Borrower and its Subsidiaries of any property permitted under Section 8.05, pending Intellectual Property in the consummation ordinary course of such salebusiness.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party (including by way of a Division) on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i5) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(k), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness Debt or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party the Borrower pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness Debt incurred pursuant to Section 8.03(eSections 9.1(e) or 9.1(h), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 9.13 pending the consummation of such sale. sale or (b5) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions provisions contained in any agreement relating to leases, licenses, joint venture agreements, organizational documents and similar agreements entered into in the sale ordinary course of any property permitted under Section 8.05, pending the consummation of such salebusiness in a manner substantially consistent with past practices.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) except in respect of any Subsidiary which is not a Guarantor, (A) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) the Senior Note Documents, (3) the 2010 Junior Note Documents, (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or (m), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any document or instrument governing Indebtedness incurred pursuant to subsection (f), (g), (h), (k), (l) or (n) of Section 8.03, (6) any document or instrument governing Indebtedness incurred to renew, refinance, replace or extend any Indebtedness governed by any document or instrument otherwise permitted to contain any such Contractual Obligation pursuant to this Section 8.09, (7) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (8) customary provisions restricting assignments, subletting or other transfers (including the granting of any Liens) contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property, in each case entered into in the ordinary course of business; provided that such provisions apply only to such lease, sub-lease, license, sub-license or other agreement and the assets subject thereto and shall not apply to any other assets of the Borrower or any other Loan Party, (9) customary provisions in joint venture agreements or arrangements, including restrictions on sales, pledges and transfers of joint venture interests and assets, the payment of dividends and the incurrence of Indebtedness, and (iii10) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 8.05 pending the consummation of such sale; (b) Enter into any Contractual Obligation (other than the documents governing or evidencing the Obligations, the 1993 Senior Note Indenture and the CBT Indentures) that requires the grant of a Lien (other than Permitted Liens) by any Consolidated Party on any Collateral to secure obligations arising under such Contractual Obligation.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or to act as a Loan Party; (ii) make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iiiii) pay any Indebtedness or other obligation owed to any Loan Party, (iiiiv) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant create any Lien upon any of their properties or assets, whether now owned or hereafter acquired to secure the Loan Documents or any renewalsSecured Obligations, refinancings, exchanges, refundings or extension thereof or (vib) act as a Loan Party pursuant to requires the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect grant of any of Lien on property for any obligation if a Lien on such property is given as security for the matters referred to in clauses Secured Obligations except, (i)-(vA) above) for (1) any such restrictions and conditions imposed by this Agreement and the other or by any Loan DocumentsDocument, (2B) in the case of clause (a)(v) only, for any document or instrument governing secured Indebtedness incurred pursuant to Section 8.03(e), 7.02(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsecuring such Indebtedness), (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4C) customary restrictions and conditions contained in any agreement agreements relating to the sale Disposition of any property (including the Equity Interests in any Subsidiary) pending such Disposition, provided such restrictions and conditions apply only to the property that is to be sold (and the property owned by any Person whose Equity Interests are to be sold) and such Disposition is permitted under Section 8.05 pending 7.05, (D) restrictions and conditions imposed on any Foreign Subsidiary by the consummation terms of any Indebtedness of such sale. Foreign Subsidiary permitted to be incurred under Section 7.02, (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (iE) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) assumed in connection with any Permitted Lien Acquisition, which encumbrance or restriction is not applicable to any document Person, or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset properties or assets subject to such Permitted Lienof any Person, other than the Person or the properties or assets of the Person so acquired, (F) customary provisions in leases and other contracts restricting the assignment thereof and (iiiG) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such saleimposed by applicable Law.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) except in respect of any Subsidiary which is not a Guarantor, (A) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) the Senior Note Documents, (3) the Junior Note Documents, (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or (n), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any document or instrument governing Indebtedness incurred pursuant to subsection (g), (h), (k), (l), (m) or (o) of Section 8.03, (6) any document or instrument governing Indebtedness incurred to renew, refinance, replace or extend any Indebtedness governed by any document or instrument otherwise permitted to contain any such Contractual Obligation pursuant to this Section 8.09, (7) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien Lien; or (4) 8) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale.; (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits (other than the documents governing or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing evidencing the Obligations, whether now owned or hereafter acquired, or requiring the 1993 Senior Note Indenture and the CBT Indentures) that requires the grant of a Lien by any security for Consolidated Party on any obligation if Collateral to secure obligations arising under such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such saleContractual Obligation.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (4) any document or instrument governing Subordinated Indebtedness and (5) any document or instrument governing the Permitted Securitization Transaction, provided that any such restriction contained therein relates only to the Special Purpose Subsidiary and its Property. (b) Enter into, into or permit to exist, exist any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale, (iv) any document or instrument governing Subordinated Indebtedness and (v) any document or instrument governing the Permitted Securitization Transaction, provided that any such restriction contained therein relates only to the Special Purpose Subsidiary and its Property.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and Agreement, the other Loan DocumentsDocuments and the Note Purchase Agreement, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such salesale and (iv) the Note Purchase Agreement.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) - (iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into8.05, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) arising in connection with any Permitted Lien or any document or instrument governing any Permitted Liena transaction that would constitute a Change of Control upon the consummation thereof, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05each case, pending the consummation of such sale, (5) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (6) restrictions applicable to Indebtedness, assets or Equity Interests of a Person acquired by the Borrower or any Subsidiary as in effect at the time of acquisition, so long as such restrictions were not incurred in connection with, or in contemplation of, such acquisition, including amendments to such instruments and refinancings of such Indebtedness, so long as the restrictions in such amendment or in the instrument governing such refinancing Indebtedness (A) are no less favorable in any material respect, when taken as a whole, to the Lenders than the restrictions contained in the original instrument (as reasonably determined by the Borrower in good faith) and (B) are not expanded to apply to any additional Loan Parties or Subsidiaries, (7) an agreement governing Indebtedness incurred pursuant to Section 8.03(f) or 8.03(g) if either (A) the Board of Directors of the Borrower, or a duly constituted committee thereof, in its reasonable and good faith judgment determines that (x) such encumbrances or restrictions will not affect the ability of the Borrower to make principal, interest or fee payments on the Obligations and any other Indebtedness that is an obligation of the Borrower and (y) such encumbrances or restrictions are not less favorable in any material respect to the Lenders than is customary in comparable financings or agreements or (B) such Indebtedness is incurred by a Subsidiary that is not a Loan Party; provided that (x) the aggregate amount of Indebtedness permitted under this clause (B) shall not exceed $25,000,000 in the aggregate and (y) such encumbrances or restrictions shall apply only to those Subsidiaries obligated on such Indebtedness and the Subsidiaries of such Subsidiaries, or (8) existing under, by reason of or with respect to Indebtedness or other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are no less favorable in any material respect, than those contained in the Indebtedness or such other agreements, as the case may be, as in effect on the Closing Date.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of (a) prohibits any such Person to from (i) pay dividends or make any other distributions making Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay repaying any Indebtedness or other obligation owed to any Loan Party, (iii) make making loans or advances to any Loan Party, (iv) sell, lease or transfer transferring any of its property to any Loan Party, (v) pledge pledging its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act acting as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) restrictions or conditions existing on the date hereof and identified on Schedule 8.09, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii5) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, 8.05 pending the consummation of such sale, or (6) customary provisions in leases and other contracts restricting the assignment thereof, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter intoIt will not, and will not permit any of its Subsidiaries to, enter into or permit suffer to exist, exist or become effective any Contractual Obligation agreement that encumbers prohibits or restricts on limits the ability of any such Person to (i) pay dividends of any Obligor to create, incur, assume or make suffer to exist any other distributions Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Loan Party on Guarantor, its Equity Interests or with respect to any other interest or participation inobligations under the Guarantee and Security Agreement, or measured by, its profits, (ii) pay of any Indebtedness or other obligation owed Subsidiary to make Restricted Payments to any Loan Party, (iii) make loans Borrower or advances any Guarantor or to any Loan Party, (iv) sell, lease or otherwise transfer any of its property to or invest in any Loan Party, (v) pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof or other than (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument agreements governing Indebtedness incurred pursuant to Section 8.03(e)Finance Subsidiary Debt and, provided that any such restriction contained therein relates only to in the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale case of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except clause (i) above only, purchase money Liens (or any document permitted refinancing in respect thereof) or instrument governing Indebtedness incurred pursuant to Section 8.03(eFinance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any permitted refinancing of purchase money Indebtedness, no more restrictive than that in the relevant refinanced agreement), provided that (C) any such restriction contained therein relates only to agreement in effect at the asset or assets constructed or acquired time any Subsidiary becomes a Subsidiary of KCMH, so long as such agreement was not entered into solely in connection therewithcontemplation of such Person becoming a Subsidiary of KCMH, (iiD) in connection any such agreement imposed or required by or otherwise entered into with any Permitted Lien applicable Governmental Authority, (E) any agreement in respect of Indebtedness outstanding under Section 6.02(a)(vii) or (viii) and (F) any document or instrument governing any Permitted Lienagreement in respect of Indebtedness permitted to be outstanding under this Agreement, provided that any such restriction contained therein relates only to restrictions do not, in the asset or assets subject to such Permitted Liengood faith judgment of KCMH, and (iii) pursuant to customary restrictions and conditions contained impair in any agreement relating material respect the ability of the Borrowers hereunder to comply with their payment obligations under the sale of any property permitted under Section 8.05, pending the consummation of such saleLoan Documents.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person Loan Party or any Subsidiary to (ia) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)7.03(c) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 7.05 pending the consummation of such sale, (v) any document or instrument governing Subordinated Indebtedness and (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan Party.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions to any Loan Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Credit Party, (iiic) make loans or advances to any Loan Credit Party, (ivd) sell, lease or transfer any of its property Property to any Loan Credit Party, (ve) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness (A) permitted pursuant to Section 9.3(b), (B) incurred pursuant to Section 8.03(e9.3(c) or (h), provided that any such restriction contained therein relates only to the asset Property financed thereby, or assets constructed (C) incurred pursuant to Section 9.3(j) or acquired in connection therewith, (3m) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only does not relate to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithCollateral, (iiiii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 9.5 pending the consummation of such sale, (v) non-assignability provisions in contracts entered into in the ordinary course of business, (vi) restrictions on transfer of the Capital Stock of Subsidiaries that prohibit transfers in contravention of applicable securities laws, (vii) restrictions on the pledge of interests in any joint venture contained in the applicable joint venture agreement, (viii) the Convertible Note Documents and (ix) restrictions of the type described in clauses (a), (b), (c) and (d) of this Section 9.9 applicable only to the Borrower or Subsidiaries that are Credit Parties. Notwithstanding anything to the contrary in this Section 9.9, any Contractual Obligation that (i) contains financial covenants that are no more burdensome than the financial covenants set forth herein or (ii) includes a requirement that such Contractual Obligation be equally and ratably guarantied by any Guarantor under this Agreement, shall be deemed not to violate the requirements of this Section 9.9 by virtue of the provisions described in the foregoing clauses (i) or (ii).

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements and (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or permit to exist, any Contractual Obligation that prohibits the properties or otherwise restricts the existence assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter so acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Borrower or any other Credit Party, (iii) make loans or advances to any Loan Borrower or any other Credit Party, (iv) sell, lease or transfer any of its property to any Loan Borrower or any other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.9 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. No Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to enter into (a) Enter intoany prohibition or restriction on any Restricted Subsidiary to pay any Dividends to a Borrower or any other Loan Party (other than any such prohibition or restriction in the Loan Documents), (b) any prohibition or restriction on any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party (other than any such prohibition or restriction in the Loan Documents), or permit (c) any prohibition or restriction (including any agreement to exist, provide equal and ratable security to any Contractual Obligation that encumbers other Person in the event a Lien is granted to or restricts for the benefit of Agent and the Secured Parties) on the ability creation or existence of any Lien upon the Collateral of any Loan Party to secure the Obligations (other than under the documents governing any Purchase Money Indebtedness and Capital Lease Obligations so long as such Person restrictions are limited to the property subject thereto), other than, in each case, (A) by reason of Applicable Law, (B) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Loan Party or Restricted Subsidiary, (C) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or Restricted Subsidiary is the licensee) or other contract entered into by any Loan Party or Restricted Subsidiary in the Ordinary Course of Business, (D) restrictions on the transfer of any asset pending the close of the sale of such asset, (E) pursuant to the terms of any Indebtedness incurred pursuant to Sections 9.2.1(a)¸ 9.2.1(b)(i)(B) or (C), 9.2.1(b)(vi), 9.2.1(b)(ix), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) and 9.2.1(b)(xxii) (provided that, with respect to clause (c) above, (i) pay dividends in the case of Indebtedness incurred pursuant to Sections 9.2.1(a), 9.2.1(b)(i)(B) or make (C), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) or 9.2.1(b)(xxii), any such prohibition or restriction is no more restrictive than those in the 2025 Senior Secured Notes Documents as in effect on the Closing Date or those in the 2028 Senior Secured Notes Documents as in effect on the Fourth Amendment Effective Date and (ii) in the case of Indebtedness incurred pursuant to Sections 9.2.1(b)(vi) or 9.2.1(b)(ix), any such prohibition or restriction is limited to the property or Person subject thereto), (F) existing on the Closing Date and (to the extent not otherwise permitted by this Section 9.2.10) are listed on Schedule 9.2.10 and to the extent such contractual obligations are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation, (G) binding only a Loan Party (and not any other distributions Person) at the time such Loan Party first becomes a Loan Party or are assumed in connection with an acquisition of assets permitted hereunder (so long as such prohibitions, restrictions and contractual obligations only apply to such acquired assets), so long as such prohibitions, restrictions and contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party or in connection with such acquisition, (H) arising in connection with any Disposition permitted by Section 9.2.4 (but only to the extent relating directly to the property to be disposed of), (I) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2.5, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale agreements or other similar agreements entered into in the Ordinary Course of Business (including with respect to intellectual property) so long as such restrictions relate to the assets subject thereto, (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business, (L) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which any Loan Party on its Equity Interests is a party entered into in the Ordinary Course of Business; provided, that such agreement prohibits the encumbrance of solely the property or with respect assets of such Loan Party that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other interest asset or participation in, property of such Loan Party or measured by, its profitssuch Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (iiM) pay purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions on the transfer of the property so acquired, (N) in any Indebtedness 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 obligation owed to any Loan Party, (iii) make distributions or the making of cash loans or advances to any Loan Partyby such Restricted Subsidiary pending such Disposition, (ivO) sell, lease arising under or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to result of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect terms of any license, authorization, concession or permit, and (P) any encumbrances or restrictions of the matters type referred to in clauses (i)-(va), (b), (c) and (d) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (Q) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), ; provided that any such restriction contained therein relates only to the asset amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject refinancings are not materially more restrictive with respect to such Permitted Lien or (4) customary encumbrance and other restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given taken as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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 a whole than those prior to such Permitted Lienamendment, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05modification, pending the consummation of such salerestatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. (a) Enter Except for Mt. Xxxxx Realty and CIS, and except with respect to any Joint Venture, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and the proceeds thereof, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions imposed by corporate law, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (6) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the ordinary course of business, (7) customary restrictions on transfer of interests in a joint venture contained in governing agreements, or (8) the Series A-2 Preferred Equity Documents. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and the proceeds thereof, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the ordinary course of business, or (v) customary restrictions on the encumbering of interests in a joint venture contained in governing agreements.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b) and Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such salesale or (5) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, and (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business.

Burdensome Agreements. (a) Enter intoThe Borrower shall not, nor shall the Borrower permit any Subsidiary Guarantor or permit is required to existbecome a Guarantor to, directly or indirectly, create or otherwise cause to exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction (other than this Agreement or any other Loan Document) on the ability of the Borrower or any such Subsidiary Guarantor to Guaranty the Obligations or create, incur or cause to exist or become effective Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents to the extent such Lien is required to be given to the Secured Parties pursuant to the Loan Documents; provided that any dividend or liquidation priority between or among classes or series of Capital Stock, and the subordination of any Obligation (including the application of any remedy bars thereto) to any other Obligation will not be deemed to constitute such an encumbrance or restriction. (b) Section 7.07(a) will not apply to any encumbrances or restrictions existing under or by reason of: (i) pay dividends encumbrances or make any other distributions to any Loan Party restrictions in effect on its Equity Interests or with respect to any other interest or participation inthe Closing Date, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property including pursuant to the Loan Documents and any Hedge Agreements, Hedging Obligations and the related documentation and any definitive documentation in respect of the Indebtedness set forth on Schedule 7.02(b)(3); (ii) any of the ABL Loan Documents; (iii) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a) above on the property so acquired; (iv) applicable Law or any renewalsapplicable rule, refinancingsregulation or order; (v) any agreement or other instrument of a Person, exchangesor relating to Indebtedness or Equity Interests of a Person, refundings acquired by or extension thereof merged, amalgamated or consolidated with and into the Borrower or any Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Borrower or any Subsidiary (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) act contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice or arising in connection with any Liens permitted by Section 7.01; (viii) [reserved]; (ix) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or consistent with industry practice; (x) customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect to IP Rights and other agreements; (xi) restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination of the Board of Directors of the Borrower, are necessary or advisable to effect such Qualified Securitization Facility; (xii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Subsidiary or the assets or property of another Subsidiary; (xiii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Subsidiary; (xiv) customary provisions restricting assignment of any agreement; (xv) restrictions arising in connection with cash or other deposits permitted under Section 7.01 and any other agreement or instrument governing any Indebtedness or Preferred Stock permitted to be incurred or issued pursuant to Section 7.02 entered into after the Closing Date that contains encumbrances and restrictions that either (i) are no more restrictive in any material respect, taken as a Loan Party pursuant whole, with respect to any Subsidiary than (A) the restrictions contained in the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any as of the matters referred Closing Date or the ABL Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are in effect on the Closing Date with respect to that Subsidiary pursuant to agreements in clauses (i)-(v) above) for (1) this Agreement and effect on the other Loan DocumentsClosing Date, (2ii) any document are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated issuers or instrument governing (iii) will not materially impair the Borrower’s ability to make payments on the Obligations when due, in each case in the good faith judgment of the Borrower; (xvi) (i) Indebtedness permitted to be incurred pursuant to Section 8.03(e), provided that 7.02(b)(4) and any such restriction contained therein relates only to Refinancing Indebtedness in respect of the asset or assets constructed or acquired foregoing and (ii) agreements entered into in connection therewith, with any Sale-Leaseback Transaction entered into in the ordinary course of business or consistent with industry practice; (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4xvii) customary restrictions and conditions contained in any agreement documents relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the Administrative Agent specific asset subject to such Lien and (for the benefit of the Lendersii) such restrictions and conditions are not created for the purpose of securing avoiding the Obligationsrestrictions imposed by this Section 7.07; (xviii) [reserved]; (xix) any encumbrances or restrictions of the type referred to in clause (a) above imposed by any amendments, whether now owned modifications, restatements, renewals, increases, supplements, refundings, replacements or hereafter acquiredrefinancings of the contracts, instruments or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any document material respect with respect to such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or instrument refinancing; (xx) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (xxi) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale7.02 is incurred.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement, the other Loan Documents and the Ventas Purchase Option Amendment (only as it applies to Tenant Subsidiaries), (2) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and the Ventas Purchase Option Amendment (as defined in the Term Loan Credit Agreement (only as it applies to Tenant Subsidiaries), (3) the Subordinated Indebtedness Documents, the 2029 Notes Indenture (2and/or any other Indebtedness incurred pursuant to Section 8.03(t)) and the ETMC JV Agreement (provided the terms of Section 8.16(b) are complied with), (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), (u) and (v); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (46) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (7) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (8) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (9) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (9), neither the Parent, the Borrowers nor any other Loan Party has obligations in respect of such Indebtedness, or (10) pursuant to the Master Lease (and any guaranty thereof) and the Relative Rights Agreement. The foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Securitization Transaction. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Collateral Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale, (iv) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (v) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the pledge, disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (vi) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (vi), neither the Parent, the Borrowers nor any other Loan Party has obligations in respect of such Indebtedness and (vii) any agreement with LeaseCo, including the Relative Rights Agreement or the Ventas Assignee. The foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Securitization Transaction.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) in the case of any Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof thereof, or (vi) in the case of any Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (b) prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) required under the Loan Documents for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (in respect of any of the matters referred to in clauses (i)-(va)(i)-(v) and (b) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.assets

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien Lien, (4) the Note Purchase Agreement or (45) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, (iii) the Note Purchase Agreement and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on limits the ability of any such Person to (i) pay dividends of any Subsidiary to make Restricted Payments to the Borrower or make any other distributions Guarantor or to otherwise transfer property to the Borrower or any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsGuarantor, (ii) pay of any Regulated Entity to Guarantee the Indebtedness of the Borrower or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents Borrower or any renewalsSubsidiary to create, refinancingsincur, exchangesassume or suffer to exist Liens on property of such Person except, refundings or extension thereof or with respect to clause (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(viii) above) , for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)purchase money Indebtedness, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (2) the Medium Term Notes Indenture, the Senior Note Agreement and any other agreement or indenture providing for the issuance of senior indebtedness on parity with the Obligations, (3) any Permitted Lien permitted by Section 7.01 or any document or instrument governing any Permitted such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, and (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.03 pending the consummation of such sale. ; or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (except for the benefit of Medium Term Notes Indenture, the Lenders) Senior Note Agreement and any other agreement or indenture providing for the purpose issuance of securing senior indebtedness on parity with the Obligations, whether now owned or hereafter acquired, or requiring ) requires the grant of any security for any a Lien to secure an obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such salePerson if a Lien is granted to secure another obligation of such Person.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Credit Party, (iii) make loans or advances to any Loan Credit Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Credit Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (43) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the sale of any Approved Property or that prohibits or otherwise restricts the existence of any Lien upon any of its property Approved Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Approved Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iiiii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Approved Property permitted under Section 8.05pursuant to the terms of this Agreement, pending the consummation of such sale. (c) None of the Credit Parties shall, at any time, pledge or otherwise encumber (except in connection herewith or with any of the Credit Documents) any income derived from any of the Approved Properties (until removal of such Approved Properties from the calculation of Aggregate Approved Property Amount or removal of such Approved Properties in accordance with Section 8.05). (d) The REIT Guarantor shall not, at any time, contract, create, incur, assume or permit to exist any Lien on its ownership interests in the Borrower or on the income derived therefrom (except to the extent such Liens arise in connection with the Credit Documents). (e) Permit or cause any Excluded Entity to enter into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness or other obligation owed to any Credit Party, in each case except to the extent such restriction is an express requirement of a third party creditor in connection with a financing arrangement with such Credit Party or Excluded Entity.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay cash dividends or make any other cash distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Investment Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted not prohibited under Section 8.05 pending the consummation of such sale, (5) the Comerica Loan Documents and (6) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in the ordinary course of business. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted not prohibited under Section 8.05, pending the consummation of such salesale and (iv) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person Loan Party or any Subsidiary to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3C) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiD) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 7.05 pending the consummation of such sale, and (E) customary restrictions on assignment contained in leases, licenses and other contracts entered into in the ordinary course of business with third parties and not for the purpose of circumventing any provision of this Agreement.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsInterests, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan PartyParty (except for Contractual Obligations involving leased Real Property or requirement that the foregoing be on arms-length terms), (v) pledge its property the Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (3) encumbrances and restrictions imposed by law, (iii4) encumbrances and restrictions pursuant to any agreement in effect at the time any Person becomes a Subsidiary after the date hereof, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (5) encumbrances and restrictions arising in the ordinary course operation of the Business, (6) customary restrictions and conditions contained in any agreement agreements relating to the sale or other disposition of any property a Subsidiary pending such sale or other disposition, provided that such restrictions and conditions apply only to the Subsidiary to be sold or disposed of and such sale or disposition is permitted under Section 8.05hereunder, pending and (7) restrictions imposed by customary provisions in joint venture agreements and other similar agreements that restrict the consummation transfer of ownership interests in such salejoint venture or similar Person.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to to: (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, ; (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, ; (iii) make loans or advances to the Borrower or any Loan other Credit Party, ; (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, ; (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof; or (vi) act as a Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof; except (in respect of any of the matters referred to in clauses (i)-(vi) – (iv) above) for for: (1A) this Agreement and the other Loan Credit Documents, ; (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, ; (3C) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien; (4D) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale.; (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (iE) any document restrictions regarding licensing or instrument governing sublicensing by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business; (F) customary provision in leases and other contracts restricting the assignment thereof; and (G) restrictions that arise in connection with Indebtedness permitted to be incurred pursuant to Section 8.03(e8.1(l), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document or any agreement relating to the Receivables Facility) that (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on limits the ability of any such Person to (i) pay dividends of any Subsidiary to make Restricted Payments or make any dividend payments or other distributions to the Borrower or any Loan Party on its Equity Interests Guarantor or with respect to otherwise transfer property to or invest in the Borrower or any other interest Guarantor or participation in, or measured by, its profits, (ii) to pay any Indebtedness or other obligation owed to any Loan Party, except for any agreement in effect (iiiA) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to on the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof Closing Date or (viB) act as at the time any Subsidiary becomes a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any Subsidiary of the matters referred to Borrower, so long as such agreement was not entered into solely in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation contemplation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor Person becoming a Subsidiary of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithBorrower, (ii) in connection with of any Permitted Lien or Subsidiary to Guarantee the Indebtedness of the Borrower, except for any document set forth on Schedule 8.09, 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, and (iii) pursuant of the Borrower or any Subsidiary to customary restrictions and conditions create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.03(c)(E) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (y) any provision contained in any agreement relating document listed on Schedule 8.09 that provides that in the event any Loan Party grants any Lien on such Loan Party’s assets or properties to the sale of secure any property permitted under Section 8.05Indebtedness, pending the consummation such Loan Party shall secure such Indebtedness in respect of such saledocument on an equal and ratable basis with such Indebtedness, or (z) any negative pledge provision contained in any document listed on Schedule 8.09; 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, other than any provision contained in any document listed on Schedule 8.09 that provides that in the event any Loan Party grants any Lien on such Loan Party’s assets or properties to secure any Indebtedness, such Loan Party shall secure the Indebtedness in respect of such document on an equal and ratable basis with such Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, Party or (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) or (ii) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such salesale and (iv) any document or instrument governing any Receivables Facility or Foreign A/R Facility permitted under Section 8.03(f), provided that any such restriction relates only to the applicable accounts receivable and related assets actually sold, conveyed, pledged, encumbered or otherwise contributed pursuant to such Receivables Facility or Foreign A/R Facility.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation Contract that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b), Section 8.03(e), provided that Section 8.03(h); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4iii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (biv) Enter intoany Permitted Senior Revolving Credit Documents, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersv) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (ivi) any document prohibitions, restrictions and conditions existing on the Effective Date identified on Schedule 8.09 to the Disclosure Letter, (vii) customary provisions contained in leases, subleases, licenses and sublicenses and other contracts restricting the assignment, subletting or instrument governing Indebtedness incurred pursuant to Section 8.03(e)encumbrance thereof, provided that any such restriction customary net worth provisions or similar financial maintenance provisions contained therein relates only to and other customary provisions contained in leases, subleases, licenses and sublicenses and other contracts entered into in the asset or assets constructed or acquired in connection therewithordinary course of business, (iiviii) prohibitions, restrictions and conditions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary and (ix) customary restrictions under any arrangement with any Governmental Authority imposed on any Subsidiary in connection with any Permitted Lien governmental grants, financial aid, tax holidays or any document similar benefits 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such saleeconomic interests.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or permit to exist, any Contractual Obligation that prohibits the properties or otherwise restricts the existence assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or so acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to 8) customary restrictions and conditions contained in any agreement relating to the sale of entered into in connection with any property Indebtedness permitted under Section 8.057.03(e), pending (i), (j) or (k) or obligations of the consummation types contemplated by the proviso of such salethe definition of Funded Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, 8.05 pending the consummation of such sale, (v) any agreement governing Indebtedness incurred pursuant to Section 8.03(f), (g) or (r), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the restriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and applicable solely to such joint venture or the Equity Interests therein.

Burdensome Agreements. (a) Enter Except for Mt. Xxxxx Realty and CIS, and except with respect to any Joint Venture, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except . The restrictions set forth in the foregoing sections (ia)(i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only – (a) (vi) and (b) shall not apply to the asset Contractual Obligations set forth under the Indenture and the Senior Notes or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Indebtedness permitted under Section 8.05, pending the consummation of such sale8.03(o).

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed purchased, renovated or acquired improved in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) any NMTC Documents provided that any such restriction therein relates only to the related NMTC Property, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii5) customary provisions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only joint venture agreements and other similar agreements applicable to the asset or assets subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property joint ventures permitted under Section 8.058.02 and applicable solely to such joint venture entered into in the ordinary course of business, pending (6) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the consummation assets subject thereto, (7) customary provisions restricting subletting or assignment of such saleany lease governing a leasehold interest of the Borrower or any Subsidiary, (8) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (9) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (10) are required by any applicable Law, including any rule or regulation of the DOE, any Accrediting Body or any state regulatory authority.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person Loan Party or any Subsidiary to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Collateral to any Loan Party, (v) pledge grant any Lien on any of its property Collateral to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(vi) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiC) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Collateral permitted under Section 8.05, 7.05 pending the consummation of such sale, and (D) customary restrictions on assignment contained in leases, licenses and other contracts entered into in the ordinary course of business with third parties and not for the purpose of circumventing any provision of this Agreement; or (b) Enter into or permit to exist any Contractual Obligation that requires the grant of any security for any obligation (other than Permitted Liens) if such property is given as security for the Obligations.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iiic) make loans or advances to the Borrower or any Loan other Credit Party, (ivd) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (ve) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va) through (f) above) for (1i) this Agreement and the other Loan Credit Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4iv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of the Company or any such Person Restricted Subsidiary to (ia) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant Liens on any of its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) with respect to the Company or any Domestic Subsidiary that is a Restricted Subsidiary only, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except except: (i) this Agreement and the other Loan Documents; (ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(m); provided that any such restriction contained therein relates only to Foreign Subsidiaries; (iii) in respect of any of the matters referred to in clauses (i)-(va)-(f) above) for : (1) this Agreement and the other Loan Documents, (2A) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, accessions thereto and the proceeds thereof; (3B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(g) or (h); provided that any such restriction relating to the matters referred to in clause (e) above is limited only to the asset or assets acquired in the applicable Permitted Acquisition, accessions thereto and the proceeds thereof; (C) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and ; (iiiD) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 8.05 pending the consummation of such sale; (E) the 2018 Senior Convertible Note Documents and any Permitted Refinancing of Indebtedness thereunder to the extent not materially more restrictive, taken as a whole, than the restrictions set forth in the 2018 Senior Convertible Notes as of the Restatement Effective Date; (F) any document or instrument governing Indebtedness incurred pursuant to Section 8.03 (i), (l), (p), (q), (r) or (s) to the extent not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents; provided, that, it permits or does not prohibit the Liens on the Collateral securing the Obligations; and (G) customary restrictions with respect to Joint Ventures in joint venture agreements, shareholders’ agreements or similar agreements or any other constitutional or organizational documents; (iv) in respect of any of the matters referred to in clauses (a)-(d) above (or (a)-(f) above solely in the case of Foreign Subsidiaries that are Restricted Subsidiaries), any document or instrument governing Indebtedness incurred pursuant to Section 8.03(g) or Section 8.03(h) or any secured Indebtedness incurred pursuant to Section 8.03(m) to the extent the Lien in respect thereof is permitted under Section 8.01(q)(y); (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of, or sublicensing or assignment of any license of Property to, the Company or any Restricted Subsidiary; (vi) any encumbrance or restriction by reason of applicable law, rule, regulation, order, license, permit or similar restriction; and (vii) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan PartyBorrower, (iii) make loans or advances to any Loan PartyBorrower, (iv) sell, lease or transfer any of its property to any Loan PartyBorrower or (v) except in respect of any Consolidated Party which is not a Borrower, (vA) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party Borrower pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (43) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquiredcontaining a Negative Pledge, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iiiii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.057.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or permit to exist, any Contractual Obligation that prohibits the properties or otherwise restricts the existence assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or so acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to 8) customary restrictions and conditions contained in any agreement relating to the sale of entered into in connection with any property Indebtedness permitted under Section 8.05, pending 7.03(e) or obligations of the consummation types contemplated by the proviso of such salethe definition of Funded Indebtedness.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of the Borrower or any such Person Subsidiary to (ia) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant any Lien on any of its property Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(e) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 8.05 pending the consummation of such sale, (v) the Contractual Obligations set forth on Schedule 8.09, and (vi) any document or instrument governing Subordinated Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or member of the Consolidated Group with respect to its capital stock or any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property assets to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.01(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) the Multi-Year Credit Agreement (and any Permitted Lien or any document or instrument governing any Permitted Lienrefinancings thereof permitted by Section 8.01(f)), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the a sale of any property permitted under assets not prohibited by Section 8.05 8.04 pending the consummation of such sale, (5) any agreement in effect at the time of Acquisition of any Subsidiary so long as such agreement was not entered into in connection with such Acquisition and no other member of the Consolidated Group is subject thereto and (6) customary non-assignment or non-subletting provisions in Contractual Obligations. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property assets in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.01(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with the Multi-Year Credit Agreement (and any Permitted Lien or any document or instrument governing any Permitted Lienrefinancings thereof permitted by Section 8.01(f)), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the a sale of any property permitted under assets not prohibited by Section 8.058.04, pending the consummation of such sale, (iv) customary non-assignment provisions in Contractual Obligations, (v) restrictions on encumbering the assets or the capital stock (or other ownership interests) in joint ventures set forth in the Organization Documents of such joint venture and (vi) any agreement in effect at the time of Acquisition of any Subsidiary so long as such agreement was not entered into in connection with such Acquisition and no other member of the Consolidated Group is subject thereto.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, 8.05 pending the consummation of such sale, (v) any agreement governing Indebtedness incurred pursuant to Section 8.03(g), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the restriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and applicable solely to such joint venture or the Equity Interests therein.

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such salesale or (5) customary non-assignment provisions contained in operating leases and licenses of Property, provided that any such provisions relates only to the Property leased or licensed. (b) Enter into, into or permit to exist, exist any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) Lender for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such salesale or (iv) customary non-assignment provisions contained in operating leases and licenses of Property, provided that any such provisions relates only to the Property leased or licensed.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsInterests, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan PartyParty (except for Contractual Obligations involving leased Real Property or requirement that the foregoing be on arms-length terms), (v) pledge its property the Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (3) encumbrances and restrictions imposed by law, (iii4) encumbrances and restrictions pursuant to any agreement in effect at the time any Person becomes a Subsidiary after the date hereof, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (5) encumbrances and restrictions arising in the ordinary course operation of the Business, (6) customary restrictions and conditions contained in any agreement agreements relating to the sale or other disposition of any property a Subsidiary pending such sale or other disposition, provided that such restrictions and conditions apply only to the Subsidiary to be sold or disposed of and such sale or disposition is permitted under Section 8.05hereunder, pending (7) restrictions imposed by customary provisions in joint venture agreements and other similar agreements that restrict the consummation transfer of ownership interests in such salejoint venture or similar Person, and (8) the Residual Financing Facility.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. , (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i5) any document agreement or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) assumed in connection with any a Permitted Lien Acquisition or Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any document Restricted Subsidiary, or instrument governing any Permitted Lien, provided that the properties of any such restriction contained therein relates only to Person, other than the asset Persons or assets subject to the properties acquired in such Permitted LienAcquisition or Investment, and (iii6) pursuant to customary restrictions and conditions provisions restricting assignments, subletting, pledges or other transfers contained in any agreement leases, licenses, joint venture agreements, agreements with respect to Assets Under Development and similar agreements entered into in the ordinary course of business, or (7) customary contractual restrictions in a lease relating to the sale granting of any property permitted under Section 8.05, pending a Lien on the consummation of such saleapplicable leasehold interest or leased property.

Burdensome Agreements. Except as set forth in the Organization Documents of SWY as of the Closing Date (awith such amendments, modifications or changes thereto that are not adverse to the Lenders) Enter and the SWY Credit Agreement, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)‑(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(b) and (e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (b5) Enter intoencumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or permit to exist, any Contractual Obligation asset sale agreements otherwise permitted under this Agreement or (6) encumbrances or restrictions that prohibits or otherwise restricts are customary provisions restricting the existence assignment of any Lien upon any agreement entered into in the ordinary course of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such salebusiness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) the Convertible Notes Documents, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (34) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (45) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 not prohibited hereunder pending the consummation of such sale, (6) any Subordinated Indebtedness Documents, (7) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower and (8) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the grant or existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05not prohibited hereunder, pending the consummation of such sale, (iv) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof and (v) the Convertible Notes Documents.

Burdensome Agreements. (a) Enter intoPermit any Consolidated Party to directly or indirectly, create or permit otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers encumbrance or restricts restriction on the ability of any such Person to (ia) pay dividends or make any other distributions to any Loan Party the Company on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Partya Borrower, (iiic) make loans or advances to any Loan Partya Borrower, (ivd) sell, lease or transfer any of its property Property to any Loan Partya Borrower, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vie) act as a Loan Party and pledge its assets pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(va)-(d) above) for such encumbrances or restrictions existing under or by reason of (1i) this Agreement and the other Loan Documents, (2ii) the Senior Unsecured Note Indenture and the Senior Unsecured Notes in each case as in effect as of the Closing Date, (iii) applicable Law, (iv) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3v) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 7.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewith, (3C) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4D) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien (other than pursuant to Section 8.02(b)) or any document or instrument governing any such Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter intoIt will not, and will not permit any of its Subsidiaries to, enter into or permit suffer to exist, exist or become effective any Contractual Obligation agreement that encumbers prohibits or restricts on limits the ability of any such Person to (i) pay dividends of any Obligor to create, incur, assume or make suffer to exist any other distributions Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Loan Party on Guarantor, its Equity Interests or with respect to any other interest or participation inobligations under the Guarantee and Security Agreement, or measured by, its profits, (ii) pay of any Indebtedness or other obligation owed Subsidiary to make Restricted Payments to any Loan Party, (iii) make loans Borrower or advances any Guarantor or to any Loan Party, (iv) sell, lease or otherwise transfer any of its property to or invest in any Loan Party, (v) pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof or other than (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument agreements governing Indebtedness incurred pursuant to Section 8.03(e)Finance Subsidiary Debt and, provided that any such restriction contained therein relates only to in the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale case of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except clause (i) above only, purchase money Liens (or any document permitted refinancing in respect thereof) or instrument governing Indebtedness incurred pursuant to Section 8.03(eCapital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any permitted refinancing of purchase money Indebtedness, no more restrictive than that in the relevant refinanced agreement), provided that (C) any such restriction contained therein relates only to agreement in effect at the asset time any Subsidiary becomes a Subsidiary of KCMH, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of KCMH; (D) any such agreement imposed or assets constructed required by or acquired in connection therewithotherwise entered into with any applicable Governmental Authority, (iiE) any agreement in connection with respect of Indebtedness outstanding under Section 6.02(a)(vii) or (viii) and (F) any Permitted Lien or any document or instrument governing any Permitted Lienagreement in respect of Indebtedness permitted to be outstanding under this Agreement, provided that any such restriction contained therein relates only to restrictions do not, in the asset or assets subject to such Permitted Liengood faith judgment of KCMH, and (iii) pursuant to customary restrictions and conditions contained impair in any agreement relating material respect the ability of the Borrowers hereunder to comply with their payment obligations under the sale of any property permitted under Section 8.05, pending the consummation of such saleLoan Documents.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (vA) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any ABL Loan Document as in effect on the Closing Date, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewith, (34) any Permitted Lien or any document or instrument governing any Permitted Lien, (5) restrictions or conditions imposed by leases or licenses otherwise permitted hereunder, if such restrictions or conditions apply only to the leased or licensed property, or to customary provisions in leases, licenses and other contracts otherwise permitted hereunder restricting the assignment thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (46) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, and (7) restrictions and conditions contained in credit agreements or other financial accommodations executed by Foreign Subsidiaries and which Indebtedness is otherwise permitted hereunder. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ia) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (iib) pay any Indebtedness or other obligation obligations owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property to any Loan Party, (ve) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof or (vif) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension extensions thereof, except (in respect of any of the matters referred to in clauses (i)-(va)‑(d) above) for (1i) this Agreement and the other Loan Documents, (2ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, 8.05 pending the consummation of such sale, (v) any agreement governing Indebtedness incurred pursuant to Section 8.03(f), (g) or (r), (vi) to the extent solely relating to Foreign Subsidiaries, any document governing Indebtedness permitted by Section 8.03(n), (vii) customary provisions in leases, licenses and other contracts restricting the assignment thereof or, with respect to leases or licenses of real or personal property, the assignment of the property subject thereto, (viii) agreements acquired in any Permitted Acquisitions so long as such agreements were not entered into in anticipation of such Permitted Acquisition, the restriction is not applicable to any Person other than the Person or the assets of the Person so acquired, and such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents and (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Investments permitted by Section 8.02 and applicable solely to such joint venture or the Equity Interests therein.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Borrower or other Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Borrower or any other Credit Party, (iii) make loans or advances to any Loan Borrower or any other Credit Party, (iv) sell, lease or transfer any of its property to any Loan Borrower or any other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Borrower or a Credit Party pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(d), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. , (b5) Enter intoContractual Obligations that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (6) Contractual Obligations that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Credit Party, or permit to exist, (7) Contractual Obligations that exist under or by reason of any Contractual Obligation that prohibits of a Person acquired by a Borrower or otherwise restricts any Credit Party in a Permitted Acquisition which was in existence at the existence time of such Permitted Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Permitted Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter as acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter intoThe Borrowers will not, and will not permit any of their respective Subsidiaries to, enter into or permit suffer to exist, exist or become effective any Contractual Obligation agreement that encumbers prohibits or restricts on limits the ability of any such Person to (i) pay dividends of any Obligor to create, incur, assume or make suffer to exist any other distributions Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations or, in the case of any Loan Party on Guarantor, its Equity Interests or with respect to any other interest or participation inobligations under the Guarantee and Security Agreement, or measured by, its profits, (ii) pay of any Indebtedness or other obligation owed Subsidiary to make Restricted Payments to any Loan Party, (iii) make loans Borrower or advances any Guarantor or to any Loan Party, (iv) sell, lease or otherwise transfer any of its property to or invest in any Loan Party, (v) pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof or other than (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2B) any document or instrument agreements governing Indebtedness incurred pursuant to Section 8.03(e)Finance Subsidiary Debt and, provided that any such restriction contained therein relates only to in the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale case of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except clause (i) above only, purchase money Liens (or any document permitted refinancing in respect thereof) or instrument governing Indebtedness incurred pursuant to Section 8.03(eCapital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any permitted refinancing of purchase money Indebtedness, no more restrictive than that in the relevant refinanced agreement), provided that (C) any such restriction contained therein relates only to agreement in effect at the asset or assets constructed or acquired time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into solely in connection therewithcontemplation of such Person becoming a Subsidiary of such Xxxxxxxx, (iiD) in connection any such agreement imposed or required by or otherwise entered into with any Permitted Lien or applicable Governmental Authority, (E) any document or instrument governing agreement in respect of Indebtedness outstanding under Section 6.02(a)(vii) and (F) any Permitted Lienagreement in respect of Indebtedness permitted to be outstanding under this Agreement, provided that any such restriction contained therein relates only to restrictions do not, in the asset or assets subject to such Permitted Liengood faith judgment of TCG, and (iii) pursuant to customary restrictions and conditions contained impair in any agreement relating material respect the ability of the Borrowers hereunder to comply with their payment obligations under the sale of any property permitted under Section 8.05, pending the consummation of such saleLoan Documents.

Burdensome Agreements. Except as set forth in the Organizational Documents of the Borrower as of the Closing Date (a) Enter with such amendments, modifications or changes thereto that are not materially adverse to the Lenders), enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(b), (d) and (e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (b5) Enter intoencumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or permit to existasset sale agreements otherwise permitted under this Agreement, any Contractual Obligation (6) encumbrances or restrictions that prohibits or otherwise restricts are customary provisions restricting the existence assignment of any Lien upon any agreement entered into in the ordinary course of its property in favor of business or (7) restrictions under the Administrative Agent (for Reimbursement Agreements and the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection revenue bonds associated therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (5) any document or instrument governing Additional Permitted Indebtedness, or (6) in the case of any Excluded Subsidiary, restrictions in such Person's organizational documents. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such salesale or (iv) any document or instrument governing Additional Permitted Indebtedness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person Subsidiary of the Borrower to (i) pay dividends or make any other distributions to the Borrower or any Loan Party other Subsidiary of the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan Partyother Subsidiary of the Borrower, (iii) make loans or advances to the Borrower or any Loan Partyother Subsidiary of the Borrower, (iv) sell, lease or transfer any of its property Property to the Borrower or any Loan Partyother Subsidiary of the Borrower, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such salesale and (5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 8.02. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section Sections 8.03(e) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, Party or (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) or (ii) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, (iv) any document or instrument governing any Receivables Facility or Foreign A/R Facility permitted under Section 8.03(f), provided that any such restriction relates only to the applicable accounts receivable and related assets actually sold, conveyed, pledged, encumbered or otherwise contributed pursuant to such Receivables Facility or Foreign A/R Facility, and (v) applicable Laws that require a holder of a “money transmitter” (or similar) license under state Law to own a specified amount of deposit accounts, securities accounts, securities, cash, Cash Equivalents and/or other similar investments permitted under money transmitter laws free of Liens and other similar restrictions.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation Obligation, except for the Indentures as in effect on the Closing Date and amendments or modifications thereof so long as such restrictions are not materially more restrictive on the Borrower and its Subsidiaries, that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or 8.03(g), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (and any replacements or substitutions therefor and accessions or attachments thereto), (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , or (5) any instrument or agreement governing Indebtedness or Equity Interests of a Person 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Company shall enter into, incur, or permit to existexist any agreement or other arrangement (other than this Agreement or any other Loan Paper) that prohibits, restricts, or imposes any Contractual Obligation that encumbers or restricts on condition upon (a) the ability of any such Person Restricted Company to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation increate, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter intoincur, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Company to pay dividends or other Distributions with respect to any shares of its capital stock to Borrower or any Guarantor, to otherwise transfer property or assets to Borrower or any Guarantor, to make or repay loans or advances to Borrower or any other Guarantor, or to guarantee the Debt of Borrower; provided, that (x) clauses (a) and (b) above shall not apply to (A) restrictions and conditions (1) imposed by Law, the Loan Papers, or any documentation for Debt constituting “Permitted Debt” under clauses (d), (e), (m), or (o) of the definition thereof, so long as such restrictions do not prevent, impede, or impair (I) the creation of Liens and Guaranties in favor of Lenders under the Administrative Agent Loan Papers or (for II) the benefit satisfaction of the Lenders) for obligations of Borrower and Guarantors under the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithLoan Papers, (ii2) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 8.05a Subsidiary, pending so long as the consummation sale of such saleSubsidiary is permitted pursuant to this Agreement, and (3) contained in agreements set forth on Schedule 10.16, and (B) the Northstar Leases, and (y) clause (a) above shall not apply to customary provisions in leases and other agreements restricting the assignment thereof or the granting of Liens on leased or licensed property.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i)-(vi) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e7.03(ec), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 7.05 pending the consummation of such sale. , (b5) Enter intocustomary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements and, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or permit to exist, any Contractual Obligation that prohibits the properties or otherwise restricts the existence assets of any Lien upon any of Person, other than the Person and its Subsidiaries, or the property in favor or assets of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the ObligationsPerson and its Subsidiaries, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or so acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to 8) customary restrictions and conditions contained in any agreement relating to the sale of entered into in connection with any property Indebtedness permitted under Section 8.057.03(e), pending the consummation of such sale(j) or (k).

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such salesale or (5) any document or instrument governing permitted Indebtedness incurred by a Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party and outstanding on such acquisition date, provided that any such restriction contained therein relates only to such Subsidiary and its Subsidiaries. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (vA) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) the Senior Note Agreements and the Senior Notes, in each case as in effect as of the Closing Date, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or 8.03(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii5) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, 8.05 pending the consummation of such sale, (6) customary restrictions on transferability set forth in real property leaseholds, or (7) customary provisions restricting assignment of any Contractual Obligations entered into by the any Consolidated Party in the ordinary course of business.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter No Credit Party shall, nor shall it permit any of itsSection 8.5 Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan the Borrower or other Credit Party (including by way of a Division) on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Loan other Credit Party, (iii) make loans or advances to the Borrower or any Loan other Credit Party, (iv) sell, lease or transfer any of its property to the Borrower or any Loan other Credit Party, (v) pledge its property pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as a Loan Party Borrower pursuant to the Loan Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Credit Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(e) or Section 8.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or secured thereby, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 8.10 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i5) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.1(k), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) Enter intoany Combined Company to make Restricted Payments to the Borrower or any Subsidiary Guarantor, or permit to exist, otherwise transfer any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation inQualified Unencumbered Property, or measured bythe right to receive any income therefrom or proceeds thereof, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter intoany Subsidiary Guarantor or any other Combined Company to Guarantee any Obligations or (c) any Subsidiary Guarantor or any other Combined Company to create, incur, assume or permit suffer to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except exist Liens on (i) any document Qualified Unencumbered Property or instrument governing Indebtedness incurred pursuant the right to Section 8.03(e)receive any income therefrom or proceeds thereof, provided that any such restriction contained therein relates only to the asset in each case, other than Permitted Property Encumbrances or assets constructed or acquired in connection therewith, (ii) any Equity Interest of any Subsidiary Guarantor or other Combined Company, or the right to receive any income therefrom or proceeds thereof, in each case, other than Permitted Equity Encumbrances; provided, however, that clause (a) above shall not prohibit customary limitations on Restricted Payments or Negative Pledges (A) - 109 - provided in favor of any holder of Secured Debt of a Subsidiary so long as (1) such Subsidiary is not a Subsidiary Guarantor or a Guarantor and (2) such Secured Debt is permitted under Section ‎7.03, and (B) contained in (1) any agreement in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, a Disposition permitted by Section ‎7.04 (provided that any such restriction contained therein relates limitation shall only to be effective against the asset assets or assets property that are the subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such saleDisposition) or (2) the constituent documents of, or joint venture agreements or other similar agreements entered into in the ordinary course of business that are applicable solely to, an Investment Affiliate that does not own any Qualified Unencumbered Property.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any Loan Party to act as a “Loan Party” and to enter into or fulfill all of its obligations as “Borrower” or “Guarantor” under the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof. (b) Except pursuant to the terms hereof, enter into any Contractual Obligation that encumbers or restricts the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (except, in respect of any of the matters referred to in clauses (i)-(v) above) each case, for (1A) this Agreement and the other Loan Documents, (2B) the 2005 Senior Note Indenture and the 2005 Senior Notes and/or any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)permitted under Sections 8.03(a) and (b) and (e) and containing covenants, provided that any such restriction contained therein relates only terms and conditions no less favorable to the asset or assets constructed or acquired Borrower and its Subsidiaries taken as a whole (as reasonably determined by the Administrative Agent) than the covenants, terms and conditions set forth in connection therewiththe 2005 Senior Note Indenture and 2005 Senior Notes, (3C) any Permitted Lien or Lien, any document or instrument governing any Permitted LienLien and any Indebtedness arising thereunder (to the extent otherwise permitted pursuant to Section 8.03), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien Lien, (D) any Warehouse Credit Facility, (E) any Securitization Transaction Documents, but only to the extent that a parent of a Special Purpose Entity is unable, pursuant to the terms of such Securitization Transaction Documents, to pledge its interests in the Capital Stock of such Special Purpose Entity without breaching the terms of such Securitization Transaction Documents or (4F) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (bc) Enter into, or permit to exist, into any Contractual Obligation or other Negative Pledge that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the LendersSecured Parties) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithof an Excluded Entity, (ii) in connection with any Permitted Lien or Lien, any document or instrument governing any Permitted LienLien and any Indebtedness arising thereunder (to the extent otherwise permitted pursuant to Section 8.03), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) in connection with any Securitization Transaction Documents, but only to the extent that a parent of a Special Purpose Entity is unable, pursuant to the terms of such Securitization Transaction Documents, to pledge its interests in the Capital Stock of such Special Purpose Entity without breaching the terms of such Securitization Transaction Documents and (iiiiv) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, Party or (v) (A) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property material Property to any Loan PartyParty other than restrictions (A) on the transfer of partnership interests, (B) with respect to the assignment of interests in management agreements or (C) set forth in lease agreements in the ordinary course, (v) with respect solely to Loan Parties, pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) with respect solely to Loan Parties, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3B) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4C) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter With respect solely to Loan Parties, enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(j)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such salesale and (iv) in connection with the formation of entities consistent with past practices.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (vA) pledge its property the Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viB) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(v)(A) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (43) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property the Collateral in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Collateral is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iiiii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale. Notwithstanding the foregoing, the Loan Parties shall be permitted to enter into (and as of the Closing Date, have entered into) the Lease Agreements with the Tenants and the Tenants shall be permitted to enter into (and as of the Closing Date, have entered into) the Management Agreements with Marriott Hotel Services, LLC, a Delaware limited liability company and successor in interest to Marriott Hotel Services, Inc. by conversion.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Note Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Note Party, (iii) make loans or advances to any Loan Note Party, (iv) sell, lease or transfer any of its property to any Loan Note Party, (v) pledge its property pursuant to the Loan Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Note Party pursuant to the Loan Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (A) (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Investment Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, and (5) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in the ordinary course of business, and (B) in respect of any of the matters referred to in clauses (i)-(vi) above, encumbrances or restrictions contained in the terms governing any Non-Recourse Indebtedness incurred by and applicable solely to any AcquisitionCo Subsidiary and its Subsidiaries other than encumbrances or restrictions on the ability of such AcquisitionCo Subsidiary or its Subsidiaries to pay obligations to Note Parties permitted under Section 8.08(d) (excluding Indebtedness for borrowed money). (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Collateral Agent (for the benefit of the LendersPurchasers) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, (iv) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, and (v) encumbrances or restrictions contained in the terms governing any Non-Recourse Indebtedness incurred by and applicable solely to any AcquisitionCo Subsidiary and its Subsidiaries.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) in the case of any Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof thereof, or (vi) in the case of any Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (b) prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) required under the Loan Documents for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (in respect of any of the matters referred to in clauses (i)-(va)(i)-(v) and (b) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (b5) Enter into, or permit Contractual Obligations of Foreign Subsidiaries related to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred permitted pursuant to Section 8.03(e)8.03 so long as such restrictions and encumbrances apply only to Foreign Subsidiaries, provided including restrictions and encumbrances contained in the indenture governing Xxxxxxxxx’x 7.5% Senior Secured Notes due 2017, (6) Contractual Obligations existing on the date hereof or that are set forth in any agreement evidencing any amendment, renewal, extension or refinancing of any such restriction contained therein relates Contractual Obligation so long as the encumbrances and restrictions governed by this Section 8.9 that are provided by the terms of such agreement, as so amended, renewed, extended or refinanced, are not materially more restrictive, taken as a whole, than those terms included in such agreement immediately prior to giving effect to such amendment, renewal, extension or refinancing, (7) Contractual Obligations of the Borrower and Domestic Subsidiaries evidencing or related to Indebtedness permitted by Section 8.03(k) so long as the encumbrances and restrictions governed by this Section 8.9 that are provided by the terms of such Contractual Obligations are not materially more restrictive, taken as a whole, than the terms included in the indenture governing the Borrower’s 7.50% senior notes due 2020, (8) Contractual Obligations evidencing or related to Indebtedness permitted by Section 8.03(j) so long as the encumbrances and restrictions only apply to the asset Subsidiary or assets constructed or acquired in connection therewithacquired, (ii9) customary provisions restricting subletting or assignment of any lease governing a leasehold, (10) customary provisions in connection with any Permitted Lien or any document or instrument governing any Permitted Lienjoint venture agreements and other similar agreements applicable to joint ventures not prohibited hereby, provided that any such restriction contained therein relates only to the asset or assets subject in each case applicable solely to such Permitted Lienjoint venture, and (iii11) pursuant to customary restrictions and conditions contained in any agreement relating Contractual Obligations incurred by a Person prior to the sale of any property permitted under Section 8.05, pending date on which such Person became a Subsidiary or was merged or consolidated with the consummation of such saleBorrower or a Subsidiary (and not in contemplation thereof).

Burdensome Agreements. (a) Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts on the ability of the Company or any such Person Subsidiary to (ia) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness or other obligation owed to any Loan Party, (iiic) make loans or advances to any Loan Party, (ivd) sell, lease or transfer any of its property Property to any Loan Party, (ve) pledge grant Liens on any of its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vif) with respect to the Company or any Domestic Subsidiary only, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except except: (i) this Agreement and the other Loan Documents; (ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(m), provided that any such restriction contained therein relates only to Foreign Subsidiaries; (iii) in respect of any of the matters referred to in clauses (i)-(va)-(f) above) for : (1) this Agreement and the other Loan Documents, (2A) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, accessions thereto and the proceeds thereof; (3B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(h), provided that any such restriction relating to the matters referred to in clause (e) above is limited only to the asset or assets acquired in the applicable Permitted Acquisition, accessions thereto and the proceeds thereof; (C) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien; (4D) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale.; (bE) Enter into, or permit the Senior Note Documents and the 2005 Convertible Senior Subordinated Note Documents and any Permitted Refinancing of Indebtedness thereunder to exist, the extent not more restrictive in any Contractual Obligation that prohibits or otherwise restricts material respect than the existence of any Lien upon any of its property restrictions set forth in favor of the Administrative Agent 2010 Senior Notes; and (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (iF) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(p) or (q) to the extent not more restrictive in any material respect than the restrictions set forth in the 2010 Senior Notes; (iv) in respect of any of the matters referred to in clauses (a)-(d) above (or (a)-(f) above solely in the case of Foreign Subsidiaries), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing Indebtedness incurred pursuant to Section 8.03(g) or Section 8.03(h) or any Permitted Lien, provided that any such restriction contained therein relates only secured Indebtedness incurred pursuant to Section 8.03(m) to the asset or assets subject to such Permitted Lien, and (iii) pursuant to customary restrictions and conditions contained extent the Lien in any agreement relating to the sale of any property respect thereof is permitted under Section 8.058.01(q)(y); and (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of, pending or sublicensing or assignment of any license of Property to, the consummation of such saleCompany or any Subsidiary.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts on the ability of any such Person to (i) pay dividends other than any encumbrances or restrictions on the Borrower, make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) in the case of the Borrower or any Domestic Subsidiary, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower or any Domestic Subsidiary, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, improved or acquired in connection therewiththerewith (and any additions, accessions, parts, improvements and attachments thereto, and the proceeds thereof), (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. , (5) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (6) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such assets were, or Subsidiary was, acquired (and not created in contemplation of such Permitted Acquisition) so long as such restrictions and conditions do not apply to the Borrower or any of its other Subsidiaries, (7) customary rights of first refusal, voting, redemption, transfer or other restrictions with respect to the Equity Interests in any joint venture entities or other Persons; provided that such provisions apply only to such joint venture or Person and to Equity Interests in such joint venture or Person, (8) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as the Borrower has reasonably determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under the Loan Documents, (9) restrictions on cash or other deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business, (10) customary restrictions in agreements governing Indebtedness incurred by any Foreign Subsidiary that is permitted under this Agreement, (11) customary restrictions in indentures for Convertible Debt Securities or high yield or investment grade securities that are, in each case, permitted under this Agreement, (12) restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests or (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except for (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e)Contractual Obligation of any Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, provided that any so long as such restriction contained therein relates only to Contractual Obligation was not entered into solely in contemplation of such Person becoming a Subsidiary of the asset or assets constructed or acquired in connection therewith, Borrower and (ii) customary provisions in connection with any Permitted Lien indentures for high yield or any document or instrument governing any Permitted Lieninvestment grade securities, provided that any such restriction contained therein relates only to so long as, in each case under the asset or assets subject to such Permitted Lien, foregoing clauses (i) and (iii) pursuant to customary restrictions and conditions contained in ii), the applicable Contractual Obligation or indenture does not require the grant of a Lien on any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such saleCollateral.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property material Property to any Loan PartyParty other than restrictions (A) on the transfer of partnership interests, (B) with respect to the assignment of interests in management agreements or (C) set forth in lease agreements in the ordinary course, (v) with respect solely to Loan Parties, pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) with respect solely to Loan Parties, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3B) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4C) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter With respect solely to Loan Parties, enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or section 8.03(j)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such salesale and (iv) in connection with the formation of entities consistent with past practices.

Burdensome Agreements. No Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to enter into (a) Enter intoany prohibition or restriction on any Restricted Subsidiary to pay any Dividends to a Borrower or any other Loan Party (other than any such prohibition or restriction in the Loan Documents), (b) any prohibition or restriction on any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party (other than any such prohibition or restriction in the Loan Documents), or permit (c) any prohibition or restriction (including any agreement to exist, provide equal and ratable security to any Contractual Obligation that encumbers other Person in the event a Lien is granted to or restricts for the benefit of Agent and the Secured Parties) on the ability creation or existence of any Lien upon the Collateral of any Loan Party to secure the Obligations (other than under the documents governing any Purchase Money Indebtedness and Capital Lease Obligations so long as such Person restrictions are limited to the property subject thereto), other than, in each case, (A) by reason of Applicable Law, (B) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Loan Party or Restricted Subsidiary, (C) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or Restricted Subsidiary is the licensee) or other contract entered into by any Loan Party or Restricted Subsidiary in the Ordinary Course of Business, (D) restrictions on the transfer of any asset pending the close of the sale of such asset, (E) pursuant to the terms of any Indebtedness incurred pursuant to Sections 9.2.1(a)¸ 9.2.1(b)(i)(B) or (C), 9.2.1(b)(vi), 9.2.1(b)(ix), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) and 9.2.1(b)(xxii) (provided that, with respect to clause (c) above, (i) pay dividends in the case of Indebtedness incurred pursuant to Sections 9.2.1(a), 9.2.1(b)(i)(B) or make (C), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) or 9.2.1(b)(xxii), any such prohibition or restriction is no more restrictive than those in the 2025 Senior Secured Notes Documents as in effect on the Closing Date and (ii) in the case of Indebtedness incurred pursuant to Sections 9.2.1(b)(vi) or 9.2.1(b)(ix), any such prohibition or restriction is limited to the property or Person subject thereto), (F) existing on the Closing Date and (to the extent not otherwise permitted by this Section 9.2.10) are listed on Schedule 9.2.10 and to the extent such contractual obligations are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation, (G) binding only a Loan Party (and not any other distributions Person) at the time such Loan Party first becomes a Loan Party or are assumed in connection with an acquisition of assets permitted hereunder (so long as such prohibitions, restrictions and contractual obligations only apply to such acquired assets), so long as such prohibitions, restrictions and contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party or in connection with such acquisition, (H) arising in connection with any Disposition permitted by Section 9.2.4 (but only to the extent relating directly to the property to be disposed of), (I) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2.5, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale agreements or other similar agreements entered into in the Ordinary Course of Business (including with respect to intellectual property) so long as such restrictions relate to the assets subject thereto, (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business, (L) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which any Loan Party on its Equity Interests is a party entered into in the Ordinary Course of Business; provided, that such agreement prohibits the encumbrance of solely the property or with respect assets of such Loan Party that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other interest asset or participation in, property of such Loan Party or measured by, its profitssuch Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (iiM) pay purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions on the transfer of the property so acquired, (N) in any Indebtedness 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 obligation owed to any Loan Party, (iii) make distributions or the making of cash loans or advances to any Loan Partyby such Restricted Subsidiary pending such Disposition, (ivO) sell, lease arising under or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to result of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect terms of any license, authorization, concession or permit, and (P) any encumbrances or restrictions of the matters type referred to in clauses (i)-(va), (b), (c) and (d) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (Q) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), ; provided that any such restriction contained therein relates only to the asset amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject refinancings are not materially more restrictive with respect to such Permitted Lien or (4) customary encumbrance and other restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given taken as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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 a whole than those prior to such Permitted Lienamendment, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05modification, pending the consummation of such salerestatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and Agreement, the other Loan DocumentsDocuments and the Ventas Purchase Option Amendment (only as it applies to Tenant Subsidiaries), (2) the ABL Credit Agreement, the Loan Documents (as defined in the ABL Credit Agreement) and the Ventas Purchase Option Amendment (as defined in the ABL Credit Agreement) (only as it applies to Tenant Subsidiaries), (3) the Subordinated Indebtedness Documents, the 2029 Notes Indenture (and/or any other Indebtedness incurred pursuant to Section 8.03(t)) and the ETMC JV Agreement (provided the terms of Section 8.16(b) are complied with), (4) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), (u) and (v); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (35) any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (46) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale, (7) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (8) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (9) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (9), neither the Parent, the Borrower nor any other Loan Party has obligations in respect of such Indebtedness, or (10) pursuant to the Master Lease (and any guaranty thereof) and the Relative Rights Agreement. The foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Securitization Transaction. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale, (iv) Contractual Obligations of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that such Contractual Obligations existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (v) with respect to any non-Wholly Owned Subsidiary, customary supermajority voting provisions and customary provisions with respect to the pledge, disposition or distribution of assets or property, in each case contained in Joint Venture Agreements, (vi) any document or instrument governing Indebtedness permitted to be incurred pursuant to Section 8.03(r) or 8.03(j), so long as, for purposes of this clause (vi), neither the Parent, the Borrower nor any other Loan Party has obligations in respect of such Indebtedness and (vii) any agreement with LeaseCo, including the Relative Rights Agreement, or the Ventas Assignee. The foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Securitization Transaction.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi) through (iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and the proceeds thereof, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions imposed by corporate law, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (6) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the ordinary course of business, (7) customary restrictions on transfer of interests in a joint venture contained in governing agreements, or (8) the Series A-1 Preferred Equity Documents and the Series A-2 Preferred Equity Documents. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring requires the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and the proceeds thereof, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the ordinary course of business, or (v) customary restrictions on the encumbering of interests in a joint venture contained in governing agreements.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions Distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property material Property to any Loan PartyParty other than restrictions (A) on the transfer of partnership interests, (B) with respect to the assignment of interests in management agreements or (C) set forth in lease agreements in the ordinary course, (v) with respect solely to Loan Parties, pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) with respect solely to Loan Parties, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1A) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3B) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4C) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter With respect solely to Loan Parties, enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such salesale and (iv) in connection with the formation of entities consistent with past practices.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan Party, (v) pledge its property Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05, pending the consummation of such sale.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person Loan Party or Material Foreign Subsidiary to (i) pay dividends or make any other distributions Restricted Payments to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsParty, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (viv) pledge its property Collateral pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (viv) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) the Revolver/Term A Credit Agreement and the loan documents entered into in connection therewith, provided that such restriction does not materially and adversely affect the ability of the Borrower to service its Indebtedness (including the Indebtedness arising under this Agreement) or the ability of the Loan Parties to grant security interests in the Collateral that are pari passu to the security interests in the Collateral granted to secure the obligations under the Revolver/Term A Credit Agreement, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03 (other than as set forth in clause (2) above), provided that any (x) with respect to Indebtedness incurred pursuant to Section 8.03(e) such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (3y) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only with respect to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to any other clause of Section 8.03(e8.03 (other than Section 8.03(a) or amounts incurred under Section 8.03 to increase the loans and commitments in respect of Indebtedness in respect of the Revolver/Term A Credit Agreement), provided that any such restriction contained therein relates only is limited to the asset or assets constructed or acquired matters referred to in connection therewithclauses (i), (ii) in connection with and (iii) above and does not materially adversely affect the ability of the Borrower to service its Indebtedness (including the Indebtedness arising under this Agreement), (4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, and (iii5) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, 8.05 pending the consummation of such sale, (6) anti-assignment provisions in government contracts, or requires the grant of any security for any obligation if such property is given as security for the Obligations, (7) non-exclusive licenses to commercially available software and other non-exclusive intellectual property licenses, in each case, entered into in the ordinary course of business, 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), (8) any agreements relating to Foreign Subsidiary Indebtedness (in which case, any prohibition or limitation shall relate only to the assets of such Foreign Subsidiaries), (9) prohibitions and limitations in effect on the date hereof and listed on Schedule 8.09, (10) customary provisions contained in joint venture agreements and other similar agreements entered into in the ordinary course of business and applicable to Joint Ventures, (11) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (12) customary restrictions and conditions contained in any agreement relating to any Disposition of property not prohibited hereunder, (13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (14) restrictions contained in any Contractual Obligations relating to the consummation of a transaction which restrictions are conditioned upon the repayment of the Obligations in full and the termination or expiration of the Commitments, (15) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (16) any document or instrument governing any Permitted Factoring Transaction, provided that any such restriction relates only to the Permitted Factoring Property actually sold or encumbered pursuant to such Permitted Factoring Transaction.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(vi)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, (6) are customary provisions in joint venture and similar agreements, (7) are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement or (8) are customary provisions restricting the assignment of any agreement entered into in the ordinary course of business. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the Lendersholders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with 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, and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale, (iv) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, (v) pursuant to customary restrictions contained in any agreement relating to the sale, lease, license or sublicense of any property permitted hereunder, (vi) pursuant to customary provisions in joint venture agreements applicable to joint ventures permitted by Section 8.02 or (vii) customary provisions restricting the assignment of any agreement entered into in the ordinary course of business.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property Property to any Loan PartyParty (other than customary consent requirements in Contractual Obligations entered into in the ordinary course of business), (v) pledge its property Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.05 or the definition of “Disposition” pending the consummation of such sale, (5) the Underwriting Agreement, or (6) the documentation governing any Permitted Subordinated Indebtedness. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 8.058.05 or the definition of “Disposition”, pending the consummation of such sale.