Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into into, permit any Subsidiary to enter into, or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses this clause (i) through (iiiiv) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fand in accordance with clauses (e) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness), (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofg), (Ch) restrictions imposed by Law(solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (Dj) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant so long as such negative pledge permits Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (iik) (solely to the ability of extent any such negative pledge relates to the joint venture partners to grant Liens in property financed by or the equity subject of such joint venture, any holder Indebtedness) of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the Obligationsforegoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or and any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to the Borrower; provided, however, that this clause (i) shall not prohibit (x) customary provisions restricting subletting or invest in either assignment of any leases of the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes or provisions in agreements restricting the assignment of such agreement or any rights thereunder or (y) any temporary encumbrance or restrictions with respect to a Restricted Subsidiary under an agreement that has been entered into for the disposition of all or substantially all of the equity interests or assets of such Restricted Subsidiary, so long as provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiarydisposition is otherwise permitted under this Agreement, (ii) of any Restricted Subsidiary Guarantor to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge (x) granted in connection with the property or other transfer restriction interest described in the Farm Agreement or (y) incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 6.03(d) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase Indebtedness and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in shall not prohibit the ordinary course grant of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien otherwise permitted by under Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or6.01; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this subsection (b) shall not prohibit (x) the Obligationsgrant of Liens otherwise permitted under Section 6.01, (y) the Existing Hill-Rom Notes or (z) the 0000 Xxxx-Xxx Notes, any agreements governing Indebtedness permitted by Sections 6.03(f)(C), 6.03(g)(C), 6.03(i), 6.03(m) and any agreement governing Permitted Refinancing Indebtedness or any Guarantee in respect of the foregoing (provided that the terms of such Indebtedness are no less favorable to the Borrower and its Restricted Subsidiaries than that which exists in the 0000 Xxxx-Xxx Notes as of the Closing Date). Notwithstanding the foregoing, it is acknowledged and agreed that subsection (a) of the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments, Guarantees or Liens to the extent such limitations are no more restrictive or onerous than the provisions of Sections 6.06, 6.03 or 6.01, respectively.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure its obligations under the ObligationsLoan Documents to which it is a party; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided the requirement of granting a pari passu Lien in favor of any holder of any public Indebtedness permitted under Sections 7.02(fif the Obligations hereunder are required to be secured; provided, further, however, the foregoing shall not apply to (w) restrictions imposed by law or this Agreement, (gx) solely customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the extent any Subsidiary that is sold and such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtednesssale is permitted hereunder, (By) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesleases, easements, leases or other partnership agreements, in each case limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices, which that restrict the transfer, assignment transfer or encumbrance thereofof leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person and (Cz) restrictions imposed by Law, with respect to clause (Diii) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 leases restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassignment thereof.

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any Material Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Material Subsidiary to pay dividends or make Restricted Payments other distributions on its capital stock to either the Borrower or any Guarantor Material Subsidiary owning such capital stock or to otherwise transfer property to or invest in either the Borrower or any GuarantorMaterial Subsidiary. Notwithstanding the foregoing, except for nothing in this Section 7.07 shall prohibit (a) any agreement limitations or restrictions contained in effect (A) Contractual Obligations existing on the date hereof Effective Date, (b) limitations or restrictions with respect to a Person acquired by the Borrower or a Material Subsidiary and set forth on Schedule 7.09; (B) existing at the time of such acquisition, which limitations or restrictions are not applicable to any Restricted Subsidiary becomes other Person, (c) customary limitations or restrictions in any acquisition agreement with respect to a Restricted Person subject to any disposition by the Borrower or a Material Subsidiary, so long as such agreement was which limitations or restrictions are not entered into solely in contemplation applicable to any other Person, and (d) limitations or restrictions consisting of such Person becoming customary net worth, leverage and other financial covenants, customary covenants regarding the merger or sale of assets of a Restricted Material Subsidiary, (ii) of any Restricted Subsidiary customary restrictions on transactions with Affiliates, and customary subordination provisions with respect to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsintercompany debt, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligationscontained in, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venturerequired by, any holder Contractual Obligation governing Indebtedness of a Lien Subsidiary permitted by under Section 7.01 restricting 7.03; provided that the transfer of the property subject thereto and, customary limitations or restrictions and conditions contained in any agreement relating extensions, refinancings, renewals or replacements of the Contractual Obligations referred to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or in clauses (a) and (b) requires are no less favorable in any material respect to the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsLenders than those that are being extended, refinanced, renewed or replaced.

Burdensome Agreements. Enter Except as required by any Municipal Contract, no Borrower shall enter into or permit to exist any Contractual Obligation arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits such Borrower from (other than this Agreement a) making Restricted Payments to the Parent or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer transferring property to or invest investing in either Borrower the Parent or any Guarantorother Borrower, except for any such agreement or arrangement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted such Borrower became a Subsidiary becomes a Restricted Subsidiaryof the Parent, so long as such agreement or arrangement was not entered into solely in contemplation of such Person Borrower becoming a Restricted SubsidiarySubsidiary of the Parent, (iib) Guaranteeing the Indebtedness of the Parent or any Restricted Subsidiary to Guarantee the Obligations other Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of a the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by such Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral in the ordinary course of such Person to secure the Obligationsits business; provided, however, that clauses clause (c) of this Section 7.08 shall not prohibit any negative pledge (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or Section 7.01, (gA) solely to the extent any such negative pledge or transfer restriction relates to the property financed by such Indebtedness or the subject of such Indebtedness, (B) the terms of which are customary non-assignment provisions at the time of incurrence and are approved by the Administrative Agent in purchase and writing, (ii) with respect to any Subsidiary of Parent, imposed pursuant to an agreement which has been entered into for the sale or exchange agreements or similar operational agreementsdisposition permitted under Section 7.04(b), or customary provisions (iii) in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent connection with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsapplicable laws.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other than distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Law or by this Agreement or the Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date and identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other Loan Documentasset sale agreements pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (iv) that clause (a) limits of the ability (i) of any Restricted Subsidiary foregoing shall not apply to make Restricted Payments to either Borrower restrictions or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) the foregoing shall not apply to (x) any agreement relating to Indebtedness incurred in effect reliance on Section 7.03(h) (Ato the extent that such restrictions apply only to the Person becoming a Subsidiary of the Company and any of its Subsidiaries that also become Subsidiaries of the Company in the same transaction or series of related transactions), or (y) any agreement relating to Indebtedness incurred in reliance on the date hereof and set forth on Schedule 7.09; Section 7.03(k), (Bp), (q), (r), (s) at the time any Restricted Subsidiary becomes a Restricted Subsidiaryor (t) (in each case, so long as such agreement was not entered into solely permits the Obligations to become secured without further consent or act by the lenders or holders of Indebtedness thereunder; provided that, in contemplation the case of such Person becoming a Restricted SubsidiarySection 7.03(p), (iiq), (r), (s) of any Restricted Subsidiary to Guarantee the Obligations or (iiit) of such agreement may require that such Indebtedness be equally and ratably secured by any collateral on which a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person Lien is granted to secure the Obligations; provided), however, that clauses (ivi) through clause (iiia) of the foregoing shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely apply to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesleases and other contracts restricting the assignment thereof, easements, leases (vii) the foregoing shall not apply to restrictions on cash (or Cash Equivalents) or other agreements, in each case deposits imposed by agreements entered into in the ordinary course of business and consistent with past practices(including, which restrict for the transferavoidance of doubt, assignment incurred in reliance on Section 7.01(m)) or encumbrance thereofrestrictions on Designated Regulatory Cash, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (iviii) the ability of the joint venture foregoing shall not apply to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in imposed by any agreement relating to any purchaseagreement relating to Indebtedness incurred in reliance on Section 7.03(m), saleprovided that such latter restrictions and conditions affect only the RD Entities; (ix) the foregoing shall not apply to restrictions in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Subsidiary, amalgamation or merger that is assumed in connection with a Permitted Acquisition or other Investment permitted hereunder pending hereunder, in each case that is in existence at the consummation time of such purchasetransaction (but not created in contemplation thereof), salewhich encumbrance or restriction is not applicable to any Person, amalgamation or merger orthe properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender; and (x) the foregoing shall not apply to customary restrictions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; provided, further, that this Section 7.09 shall not apply (i) to a Bank Regulated Subsidiary to the extent that any such restriction, prohibition or condition is imposed by a Governmental Authority in connection with the ordinary course of business of such Bank Regulated Subsidiary, (ii) to the Company or any Subsidiary in connection with any agreements evidencing a Permitted Factoring Transaction, (iii) to the Company or any Subsidiary in connection with a Permitted Securitization Transaction; provided that, in the case of this clause (iii), the same extend only to the related Securitization Assets and the Equity Interests of the relevant Permitted Securitization Entity, or (biv) requires the grant of to any Permitted Securitization Entity in connection with any agreements evidencing a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsPermitted Securitization Transaction.

Burdensome Agreements. Enter Except as otherwise permitted under this Agreement, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Borrower or (iii) of a Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of (x) Indebtedness permitted under Sections 7.02(fSection 7.03(f), Section 7.03(k) or (gSection 7.03(l) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of the Lien securing such Indebtedness, (By) customary non-assignment provisions the Senior Note Indebtedness permitted by Section 7.03(p) so long as the covenants set forth in purchase the Senior Note Agreement and sale or exchange agreements or similar operational agreementsany other Senior Note Document are no more restrictive than those set forth in this Agreement, or (z) the Indebtedness under the Permitted Convertible Notes permitted by Section 7.03(g) so long as the covenants set forth in the Approved Convertible Debt Documents are customary provisions restrictions in licenses, easements, leases indentures for Convertible Debt Securities or other agreementshigh yield or investment grade securities that are, in each case entered into in the ordinary course of business and consistent with past practicescase, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orunder this Agreement; 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 the ObligationsSenior Note Agreement).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Subsidiary Guarantor or to otherwise transfer property to or invest in either the Borrower or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to exist enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the right (a) limits the ability (i) of any Restricted such Subsidiary to make Restricted Payments Distributions to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary of the Company to Guarantee guarantee the Obligations Indebtedness of the Company or (iiic) of a Borrower the Company or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; providedPerson, however, that clauses in each case except for (i) through restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) shall this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not prohibit reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (Ay) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 10.6(c) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (Bvi) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational franchise agreements, or customary provisions in licenses, easements, leases leases, indemnities or other agreements, in each case entered into in the ordinary course of business agreements and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (Cvii) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions on any property or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions Person contained in any asset or stock sale agreement relating or other similar agreements entered into with respect to any purchase, sale, amalgamation such property or merger permitted hereunder pending Person to the consummation extent (x) the sale or other disposition of such purchase, sale, amalgamation property or merger or; Person is not prohibited by this Agreement and (y) such restrictions relate only to the property or (b) requires the grant of a Lien Person to secure an obligation of such Person if a Lien is granted to secure the Obligationsbe sold or otherwise disposed of.

Burdensome Agreements. Enter Parent shall not enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee guarantee the Obligations Indebtedness of the Borrower under the Loan Documents or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure its obligations under the ObligationsLoan Documents to which it is a party; provided, however, that clauses (i) through (iii) the foregoing shall not prohibit apply to (Au) any negative pledge or other transfer restriction incurred or provided customary restrictions contained in favor of any holder of the definitive documents for secured Indebtedness permitted under Sections 7.02(f) or (g) solely pursuant to this Agreement so long as such restrictions apply only to the extent Subsidiaries that are party to such agreement and the assets that are collateral for such Indebtedness; (v) customary restrictions contained in the definitive documents for Indebtedness permitted pursuant to this Agreement so long as such restrictions are not more restrictive than those contained in the Loan Documents; (w) restrictions imposed by law or any Loan Document, (x) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such negative pledge or transfer restriction relates sale, provided such restrictions and conditions apply only to the property financed by or the subject of Subsidiary that is sold and such Indebtednesssale is permitted hereunder, (By) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesleases, easements, leases or other partnership agreements, in each case limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices, which that restrict the transfer, assignment transfer or encumbrance thereofof leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person and (Cz) restrictions imposed by Law, with respect to clause (Diii) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 leases restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassignment thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary of the Borrower to make Restricted Payments to either the Borrower or any Guarantor which is a Subsidiary of the Borrower or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (Ai) on the date hereof and set forth on Schedule 7.09; hereof, (Bii) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) representing Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, or (iv) in connection with any Disposition permitted by Section 7.05, and (b) of the Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the Obligations; provided, however, that clauses Facilities and the Obligations or under the Loan Documents except for (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) Section 7.03 but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, Indebtedness or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassets subject thereto.

Burdensome Agreements. Enter into Cxxxxxxxx will not, nor will it cause or permit to exist any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement or that limits in any other Loan Document) that material manner the ability (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or Cxxxxxxxx, (b) of any Guarantor or Subsidiary to otherwise transfer property to Cxxxxxxxx or invest in either Borrower (c) of Cxxxxxxxx or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided(other than, however, that clauses (i) through with respect to clause (iii) shall not prohibit a), (A) any negative pledge agreement or other transfer restriction incurred instrument of a Person acquired by Cxxxxxxxx or provided any of its Subsidiaries as in favor effect at the time of any holder of Indebtedness permitted under Sections 7.02(f) or such acquisition (g) solely except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any such negative pledge Person or transfer restriction relates the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, (B) any agreement for the sale or other Disposition of assets, to the property financed extent such sale is permitted pursuant to Section 7.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or the subject of such Indebtednessother Disposition, and (C) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(c), and (ii) with respect to clauses (b) and (c), (A) Contractual Obligations entered into in connection with Permitted Liens, (B) customary non-assignment provisions in purchase leases, licenses and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case contracts otherwise permitted by this Agreement and entered into in the ordinary course of business and consistent with past practices, which restrict so long as such restrictions relate only to the transfer, assignment or encumbrance thereofassets subject thereto, (C) restrictions imposed any agreement or instrument of a Person acquired by LawCxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition), which limitation is not applicable to any Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the extent such sale or Disposition is permitted pursuant to Section 7.05, that contains customary provisions restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or other Disposition and (E) customary restrictions found in joint venture agreements restricting (i) the ability of the joint venture entered into in connection with Investments permitted pursuant to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations7.03(c)).

Burdensome Agreements. Enter into into, permit any Subsidiary to enter into, or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document or any First Lien Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses this clause (i) through (iiiiv) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fand in accordance with clauses (e) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness), (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofg), (Ch) restrictions imposed by Law, (Dsolely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (iik) (solely to the ability of extent any such negative pledge relates to the joint venture partners to grant Liens in property financed by or the equity subject of such joint venture, any holder Indebtedness) of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the Obligationsforegoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.01, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower; provided, however, that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.02(f) or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on Collateral property of such Person to secure the ObligationsPerson; provided, 105 however, that clauses (i) through this clause (iii) shall not prohibit (AX) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.02(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (BY) customary non-assignment provisions in purchase any restrictions or conditions imposed upon the Borrower or any Restricted Subsidiary pursuant to the terms of Joint Venture Agreements and sale or exchange other similar bona fide agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsapplicable to Joint Ventures and applicable solely to such Joint Venture, in each case entered into case, that are usual and customary in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment such agreements or encumbrance thereof, (C) restrictions imposed by Law, (DZ) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assetslimitations and restrictions contained in, make distributions or provide guarantees of its equity holders’ obligationsand limited to, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venturespecific leases, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto andlicenses, customary restrictions conveyances and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsother contracts.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.01, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower to, or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.02(f) or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (AX) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.02(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (BY) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts or (Z) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property assets subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsthereto.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument or the ABL Credit Agreement and the other ABL Loan Documents, and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof permitted under this Agreement) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to createincur or repay the Obligations, incur, assume (iii) of the Borrower or suffer any Restricted Subsidiary to exist grant Liens on any Collateral in favor of such Person the Agent for the benefit of the Lenders or (iv) of any Loan Party to secure guarantee the Obligations; provided, however, that clauses (i) through (iii) the restrictions set forth herein shall not prohibit apply to (Aw) customary restrictions on transfers of property subject to a capital lease as set forth in such capital lease; (x) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition (not otherwise prohibited by this Agreement or any negative pledge other Loan Document) of all or other transfer restriction incurred substantially all of the capital stock or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject assets of such Indebtedness, Restricted Subsidiary; (By) customary non-prohibitions on assignment in any contract or lease; and (z) customary net worth provisions contained in purchase leases and sale or exchange other agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into by a Restricted Subsidiary in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsbusiness.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.03(e) or (g) solely to the extent any so long as such negative pledge or transfer restriction relates to the property financed by or the subject of is on then-market terms and otherwise customary for such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or restrictions by reason of customary provisions in licensesrestricting assignments, easements, leases subletting or other agreementstransfers contained in leases, in each case licenses and similar agreements entered into in the ordinary course of business and consistent with past practices(provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, which restrict licenses or similar agreements, as the transfer, assignment or encumbrance thereofcase may be), (C) restrictions imposed by Lawcustomary provisions contained in joint venture agreements and other similar agreements applicable to Joint Ventures) or operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements, (D) any agreement in effect at the time any Person becomes a Subsidiary (to the extent only affecting the assets of, or the Equity Interests in, each such Person), so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary , (E) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens and similar agreements entered into in the equity ordinary course of such joint venturebusiness, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, (F) customary encumbrances or restrictions and conditions contained in any agreement relating contracts or agreements for the sale of assets applicable to any purchase, sale, amalgamation or merger permitted hereunder such assets pending the consummation of such purchase, sale, amalgamation including customary restrictions with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or merger ordisposition of all or substantially all the Equity Interests or assets of such Subsidiary or (G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 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. Notwithstanding the Obligationsforegoing, this Section 7.09 shall not apply to any loan document evidencing the Indebtedness permitted under Section 7.03(b) or Section 7.03(n).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, thereof or (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens limitations contained in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting Revolving Credit Agreement as in effect on the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsClosing Date.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred arrangement that prohibits, restricts or provided in favor of imposes any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting condition upon (i) the ability of the joint venture Parent or any Credit Party to grant Liens in its assetscreate, make distributions incur or provide guarantees permit to exist any Lien upon any of its equity holders’ obligations, property or assets to secure the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the joint venture partners Parent or any other Subsidiary or to grant Liens in guarantee Indebtedness of the equity of such joint ventureParent or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law, or by any Credit Document or any document evidencing the Senior Notes (if any), the Bridge Facility (if any), any holder of a Lien permitted by Section 7.01 restricting Permitted Incremental Equivalent Debt or any Permitted External Refinancing Debt, (B) the transfer of the property subject thereto and, foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the permitted sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to exist or be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any purchase, sale, amalgamation or merger secured Indebtedness permitted hereunder pending if such restrictions or conditions apply only to the consummation property or assets securing such Indebtedness and (E) clause (i) of such purchase, sale, amalgamation or merger or; or the foregoing shall not apply to customary provisions in leases and other contracts (bincluding joint venture agreements) requires restricting the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassignment thereof.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other than distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (x) law, (y) by this Agreement or any the other Loan DocumentDocuments, or (z) that the agreements governing Indebtedness permitted under clauses (ah) limits the ability or (ij) of Section 7.01, (ii) the foregoing shall not apply to restrictions and conditions (x) in those documents, instruments and agreements identified on Schedule 7.09 and any Restricted Subsidiary to make Restricted Payments to either Borrower extension or renewal of, or any Guarantor amendment or modification or (in the case of any such documents, instruments and agreements relating to otherwise transfer property Indebtedness) refinancing thereof, so long as the scope of any such restriction or condition is not expanded or (y) pursuant to or invest in either Borrower or any Guarantor, except for any agreement in effect the provisions governing Indebtedness permitted pursuant to clause (Ae) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiaryof Section 7.01, so long as such agreement was restrictions are not entered into solely more restrictive than any restriction in contemplation of such Person becoming a Restricted Subsidiarythis Agreement, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) foregoing shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely apply to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in agreements relating to the sale of the Equity Interests in a Subsidiary or the assets of the Company or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Equity Interests or assets that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any purchase, sale, amalgamation secured Indebtedness permitted by this Agreement if such restrictions or merger permitted hereunder pending conditions apply only to the consummation property or assets securing such Indebtedness; (v) clause (a) of such purchase, sale, amalgamation or merger orthe foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; or and (bvi) requires the grant of foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsCash Pooling Financing.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than (x) this Agreement or any other Loan DocumentDocument or (y) the Term Loan Credit Agreements or any document relating thereto or (z) the Senior Note Indenture or any Permitted Amendment/Refinancing of any of the foregoing) that (a) limits the ability (i) of any Restricted Americas Subsidiary that is not a Loan Party to make Restricted Payments to either Borrower any Loan Party or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary Loan Parties to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsAdministrative Agent or the Canadian Agent, as applicable, under the Loan Documents; provided, however, that clauses (i) through (iii) none of the foregoing shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fclauses (c) or (gf) of the definition of Permitted Indebtedness solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, ; (B) customary nonanti-assignment provisions in purchase and sale contracts restricting the assignment thereof or exchange agreements in contracts for the Disposition of any assets or similar operational agreementsany Person, provided that the restrictions in any such contract shall apply only to the assets or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, Person that is to be Disposed of; (C) restrictions imposed by Law, provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements restricting and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (iE) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens customary restrictions arising under licenses and other contracts entered into in the equity ordinary course of such joint venture, any holder of a Lien business; (F) Contractual Obligations which (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.01 restricting 7.10) are listed on Schedule 7.10 hereto and (y) to the transfer of the property subject thereto andextent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, customary restrictions and conditions contained are set forth in any agreement relating to evidencing any purchasepermitted renewal, sale, amalgamation extension or merger permitted hereunder pending the consummation refinancing of such purchaseIndebtedness so long as such renewal, sale, amalgamation extension or merger orrefinancing does not expand the scope of such Contractual Obligation; or (bG) requires Contractual Obligations which are binding on a Subsidiary at the grant of time such Subsidiary first becomes a Lien to secure an obligation Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person if becoming a Lien is granted to secure the ObligationsSubsidiary.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of Borrower or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses clause (i) through and clause (iii) shall not prohibit (A) any restriction on transfer or negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.3(e) solely to the extent any such restriction on transfer or negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the Obligationsforgoing, the Borrower and its Subsidiaries may enter into a Contractual Obligation (a) that has restrictions described in clause (a) above by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, in each case, relating solely to the assets subject to such lease or license or assets relating solely to the assets of such joint venture, (b) that has restrictions described in clause (a)(i) above to the extent such restriction only restricts assignments of such contracts entered into in the ordinary course of business, (c) that has restrictions described in clause (a) above by virtue of customary provisions in asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business permitted under the terms of this Agreement to the extent such restriction only restricts the transfer of ownership interests in the assets or stock that is to be sold pursuant thereto, pending the sale of such assets and (d) that has restrictions described in clause (a) above by virtue of restrictions on cash or deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to either the Borrower or to any Guarantor Subsidiary of the Borrower or to otherwise transfer property to or invest in either the Borrower or to any GuarantorSubsidiary of the Borrower, or limits the ability of any Subsidiary of SXL Operations (other than the Marketing Companies) to make Restricted Payments to SXL Operations or any Subsidiary of SXL Operations or to otherwise transfer property to SXL Operations or any Subsidiary of SXL Operations, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses for: (i) through (iii) shall not prohibit (A) any negative pledge or this Agreement and the other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase Loan Documents and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of Multi-Year Credit Agreement and the joint venture partners to grant Liens Loan Documents (as defined in the equity Multi-Year Credit Agreement); (iii) customary provisions restricting subletting or assignment of such joint venture, any holder lease governing any leasehold interest of a Lien permitted any Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by Section 7.01 any Subsidiary; (v) customary provisions restricting the transfer of the property an asset or assets subject thereto and, to a Permitted Lien; (vi) Contractual Obligations governing Indebtedness permitted under Section 7.04(c); (vii) customary restrictions and conditions contained in agreements relating to the sale of the equity interests or assets of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder; (viii) restrictions contained in, or existing by reason of, any agreement or instrument relating to any purchaseSubsidiary at the time such Subsidiary was merged or consolidated with or into, saleor acquired by, amalgamation SXL Operations or merger permitted hereunder pending a Subsidiary or became a Subsidiary and not created in contemplation thereof; (ix) restrictions contained in the consummation Organization Documents of Subsidiaries that are not Wholly-Owned; and (x) customary restrictions and conditions contained in Contractual Obligations governing Indebtedness, provided that such purchaselimitations, sale, amalgamation taken together with all other restrictions of any kind on the ability of a Subsidiary to make Restricted Payments or merger or; otherwise transfer property to SXL Operations or to a Subsidiary could not reasonably be expected to (a) result in a breach of Section 7.14 or (b) requires impair the grant ability of a Lien the Borrower to secure an obligation perform its monetary obligations under this Agreement or the ability of such Person if a Lien is granted SXL Operations to secure perform its monetary obligations under the ObligationsGuaranty.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses clause (i) through and clause (iii) shall not prohibit (Ax) any restriction on transfer or negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.02(e)(i) or (g) solely to the extent any such restriction on transfer or negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (iiy) the ability of the joint venture partners any requirement to grant Liens in the equity of such joint venture, any holder of maintain a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating specified net worth or to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orsatisfy specified financial covenants; or (b) requires the grant of a Lien (other than Liens permitted under Section 7.01) to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that this Section 7.09 shall not prohibit any such limitations or requirements that are binding on a Person at the Obligationstime such Person first became a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any Subsidiary, so long as all such limitations and requirements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or merging into or consolidating with the Borrower or any Subsidiary, together with any replacement agreement thereof so long as the terms thereof are not materially less favorable to the Borrower or such Subsidiary. Notwithstanding the forgoing, the Borrower and its Subsidiaries may enter into a Contractual Obligation (v) that has restrictions described in clause (a) above by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, in each case, relating solely to the assets subject to such lease or license or assets relating solely to the assets of such joint venture, (w) that has restrictions described in clause (a)(i) above to the extent such restriction only restricts assignments of such contracts entered into in the ordinary course of business, (x) that has restrictions described in clause (a) above by virtue of customary provisions in asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business permitted under the terms of this Agreement to the extent such restriction only restricts the transfer of ownership interests in the assets or stock that is to be sold pursuant thereto, pending the sale of such assets, (y) that has restrictions described in clause (a) above by virtue of restrictions on cash or deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies under contracts entered into in the ordinary course of business; and (z) that has restrictions described in clause (a) above imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit.

Burdensome Agreements. Enter into into, or permit to exist exist, any Contractual Obligation (other than except for this Agreement or any and the other Loan DocumentDocuments) that encumbers or restricts the ability of any such Person to (a) limits the ability act as a Loan Party; (ib) of any Restricted Subsidiary to make Restricted Payments to either Borrower any Loan Party, (c) pay any Indebtedness or other obligation owed to any Guarantor Loan Party, (d) make loans or advances to otherwise any Loan Party, (e) transfer any of its property to any Loan Party, or invest (f) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in either Borrower respect of any of the matters described in clauses (b) through (f) above, (i) in the case of clause (f) only, restrictions or any Guarantor, except for conditions imposed by any agreement in effect (Arelated to Capitalized Leases, Synthetic Lease Obligations or purchase money Indebtedness permitted by Section 7.02(b) on or Section 7.02(c) if such restrictions or conditions apply only to the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as property or assets securing such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryIndebtedness, (ii) of any Restricted Subsidiary to Guarantee the Obligations or restrictions and conditions imposed by applicable Law, (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens restrictions and conditions existing on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall Closing Date and not prohibit (A) any negative pledge or other transfer restriction incurred or provided created in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance contemplation thereof, (Civ) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (v) customary provisions restricting the assignment of any agreement relating entered into by RCI or any Subsidiary in the ordinary course of business, (vi) customary restrictions in leases or licenses otherwise permitted by this Agreement so long as such restrictions relate to the assets subject thereof, and (vii) customary provisions restricting the subletting or assignment of any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of lease governing a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsleasehold interest.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, thereof or (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens limitations contained in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting Drop Down Credit Agreement as in effect on the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsClosing Date.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits limits, restricts or imposes any condition on the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsAdministrative Agent; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness; provided, further that (x) this Section shall not apply to restrictions or conditions imposed (A) by law, (B) customary by the organizational documents of non-assignment provisions in purchase and sale or exchange agreements or similar operational agreementsWholly-Owned Subsidiaries to the extent such restrictions only apply to actions by, the assets of, or customary provisions in licensesEquity Interests in, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofnon-Wholly-Owned Subsidiaries, (C) restrictions imposed by Lawthe documents governing the Private Placement Debt, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, by documents listed on Schedule 7.09 hereto or (iiE) the ability of the joint venture partners to grant Liens in the equity of such joint venture, by any holder of documents creating a Lien permitted by under any of Sections 7.01(a)-(h), (j)-(n) or (q), (y) this Section 7.01 restricting the transfer of the property subject thereto and, shall not apply to customary restrictions and conditions contained in any agreement agreements relating to any purchase, the sale of a Restricted Subsidiary pending such sale, amalgamation or merger provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder pending hereunder, and (z) this Section shall not apply to customary provisions in leases and other contracts restricting the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassignment thereof.

Burdensome Agreements. Enter Except as required by any Municipal Contract, the 2016 NPA or the Bank Credit Agreement, the Company shall not, nor shall it permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or such Subsidiary from (other than this Agreement a) making Restricted Payments to the Company or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer transferring property to or invest investing in either Borrower the Company or any Guarantorother Subsidiary, except for any such agreement or arrangement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted such Subsidiary becomes became a Restricted SubsidiarySubsidiary of the Company, so long as such agreement or arrangement was not entered into solely in contemplation of such Person Subsidiary becoming a Restricted SubsidiarySubsidiary of the Company, (iib) guaranteeing the Indebtedness of the Company or any Restricted Subsidiary to Guarantee the Obligations or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of a Borrower an agent for the benefit of the holders other than customary anti-assignment provisions in leases and licensing agreements entered into by the Company or any Restricted such Subsidiary to createin the ordinary course of its business, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit in each case other than (A) any negative pledge restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the disposition, sale, lease or other transfer restriction incurred of the Equity Interests or provided in favor assets of any holder of Indebtedness such Subsidiary permitted under Sections 7.02(fthe terms of this Agreement pending the closing of such disposition, sale, lease or other transfer, (B) any restriction in the form of customary provisions with respect to disposition, sale, lease or other transfer of Investments held by the Company or a Subsidiary and permitted under the terms of this Agreement, (gC) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 10.2 solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (BD) restrictions on any Receivables SPV or the Equity Interests, securities or other obligations thereof pursuant to customary documentation entered into in connection with a Permitted Receivables Transaction, (E) any restriction pursuant to an agreement governing Indebtedness permitted under Section 10.1, including customary subordination provisions, (F) customary nonanti-assignment provisions contained in purchase leases, licensing agreements and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementspermits issued by Governmental Authorities, in each case entered into by the Company or such Subsidiary in the ordinary course of business its business, and consistent (G) in connection with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsapplicable laws.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Parent, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a Borrower Parent or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(f) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, unless such Contractual Obligation provides that such requirement shall not apply with respect to Liens granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (excluding the Agreement, the other than Loan Documents and any document or agreement relating to the Senior Unsecured Notes or the Subordinated Debt and any refinancings thereof permitted under this Agreement or any other Loan Document(the “High Yield Documents”)) so long as such provisions in such High Yield Documents are similar to those provisions found in similar transactions) that (a) limits the ability (i) of any Loan Party or Restricted Subsidiary to make Restricted Payments to either Borrower any Loan Party or any Guarantor another Restricted Subsidiary or to otherwise make Investments in or transfer property to any Loan Party or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Loan Party or Restricted Subsidiary or (iii) of a Borrower any Loan Party or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person in favor of the Administrative Agent as required by the Loan Documents or to secure any other Person in connection with any refinancing or renewal of the ObligationsLoan Documents; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A1) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.03(c), (e), (f), (g) or (gp) and Indebtedness incurred in connection with any Sale/Leaseback Transaction solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B2) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, agreements or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the Obligationsforegoing, the Loan Parties and Restricted Subsidiaries may be subject to Contractual Obligations specified in clause (a) above to the extent such restrictions and conditions exist on the Fifth Amendment Effective Date or constitute an extension, renewal or replacement of any Contractual Obligation existing on the Fifth Amendment Effective Date.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Guarantor Designated Borrower or to otherwise transfer property to or invest in either Borrower the Company or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryDesignated Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Company or any Designated Borrower or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral in property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orPerson; 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, in each case, other than (1) this Agreement and the Obligationsother Loan Documents, (2) any documents governing future Indebtedness permitted under Section 7.03(i), (3) any agreements governing any purchase money Liens or Capitalized Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (4) restrictions in instruments governing Indebtedness of any Foreign Subsidiary which Indebtedness is otherwise permitted under Section 7.03, (5) restrictions in the Receivables Facility and similar restrictions in any receivables facility permitted by Section 7.03(h)(ii) and (6) in the case of clause (i) above, any restrictions with respect to a Subsidiary imposed pursuant to any agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests of such Subsidiary.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument or the Senior Secured Note Documents) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, provided that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections Section 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale Indebtedness or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture pursuant to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger a Disposition permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orunder Section 7.04 and 7.05 hereof; 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. The foregoing restrictions shall not be violated by reason of applicable Laws or customary non-assignment provisions of any contract, lease or license of the ObligationsBorrower or any Subsidiary entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary of the Borrower to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (Ai) on the date hereof Closing Date and set forth described on Schedule 7.09; 7.09 hereto, (Bii) at the time any Restricted Subsidiary Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iiiii) representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03, or (iv) in connection with any Disposition permitted by Section 7.05 relating solely to the assets to be disposed of, and (b) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the Obligations; provided, however, that clauses Obligations or under the Loan Documents except for (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) Section 7.03 but solely to the extent any such negative pledge or transfer restriction relates to the property financed subject to a Lien permitted by Section 7.01 or the subject of such Indebtedness, (Bii) customary non-assignment provisions in purchase restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto; provided, however, that clauses (a) and sale or exchange agreements or similar operational agreements, or (b) shall not prohibit Contractual Obligations that (i) are customary provisions in licensesjoint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, easements(ii) apply only to the property or assets securing Indebtedness permitted to be secured by such property or assets by Section 7.01 and Section 7.03, leases (iii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (v) are restrictions on cash or other agreements, in each case deposits imposed by customers under contracts entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (Cvi) are restrictions or conditions imposed by Law; provided, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assetsfurther, make distributions or provide guarantees of its equity holders’ obligationsthat any amendment, restatement, amendment and restatement, modification, renewal, extension or (ii) the ability of the joint venture partners to grant Liens in the equity case such Contractual Obligations are set forth in an agreement evidencing Indebtedness) refunding or refinancing otherwise permitted hereunder of such joint venture, any holder of a Lien Contractual Obligations that are permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; clause (a) or (b) requires above shall be permitted under this Section 7.09, so long as such amendment, restatement, amendment and restatement, modification, renewal, extension, refunding or refinancing does not further limit the grant ability of a Lien any Restricted Subsidiary of the Borrower to secure an obligation make Restricted Payments or to otherwise transfer property to or invest in the Borrower or any Guarantor, or further limit the ability the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person if a Lien is granted for the benefit of the Lenders with respect to secure the ObligationsObligations or under the Loan Documents, or otherwise expand the scope of such Contractual Obligation.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any and the other Loan DocumentDocument and any requirements of law that are memorialized as Contractual Obligations) that (a) limits prohibits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary each Project Company to create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to secure the ObligationsFacilities and the Obligations under the Loan Documents; providedprovided that the foregoing shall not apply to Contractual Obligation which (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.19) are listed on Schedule 6.19 hereto and (y) to the extent Contractual Obligation permitted by clause (i)(x) are set forth in an agreement evidencing Indebtedness, howeverare set forth in any agreement evidencing any permitted modification, that clauses replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iii) through arise in connection with any action permitted by Section 6.4 or Section 6.7, (iii) shall not prohibit (A) any are negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness permitted under Sections 7.02(f) or (g) but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Permitted Indebtedness, (Biv) are customary non-assignment provisions in purchase and restrictions on asset sale or exchange similar agreements or similar operational agreementsotherwise permitted hereby so long as such restrictions relate to the assets subject thereto, or (v) are customary provisions in licenses, easements, leases or other agreements, in each case restricting assignment of any agreement entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofbusiness, (Cvi) are restrictions on cash or other deposits imposed by Lawcustomers under contracts entered into in the ordinary course of business, (Dvii) are customary provisions restrictions on Liens in joint venture agreements restricting (i) Indebtedness permitted hereunder so long as such Indebtedness permits the ability first-priority Liens of the joint venture Secured Parties on the Collateral, (viii) arise in connection with cash or other deposits permitted under Sections 6.2 and 6.3 and limited to grant Liens in its assets, make distributions such cash or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsdeposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower, or (iii) of a the Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through (iii) this Section 6.09 shall not prohibit (A1) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 6.03(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness (and any additions, attachments, accessions, parts and improvements thereto and the proceeds thereof) and any refinancing or replacement thereof permitted by Section 6.03(i), (B2) any negative pledge provided for in an agreement set forth on Schedule 6.09 to the Disclosure Letter and any renewals, extensions or replacements thereof, provided that the terms of such negative pledge are no less favorable in any material respect (determined in good faith by the Borrower) to the Loan Parties or the Lenders than the terms of any agreement being renewed, extended or replaced, (3) any restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted by Section 6.05, to the extent such restrictions relate to the Subsidiary or property subject to such Disposition, (4) restrictions arising by reason of customary non-assignment provisions or no-subletting clauses in purchase and sale leases or exchange agreements or similar operational agreementsother contracts entered into in the ordinary course of business, or (5) customary provisions in licensesjoint venture agreements and other similar agreements relating solely to the securities, easements, leases assets and revenues of such joint venture or other agreementsbusiness venture, in each case (6) contracts entered into in the ordinary course of business and consistent with past practices, which restrict restricting the transfer, assignment or encumbrance thereofof such contracts, (C7) any restrictions that (x) exist on the Closing Date and (y) any renewal or extension of a restriction permitted by clause (7)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (8) restrictions imposed by applicable Law, (D9) customary net worth provisions contained in joint venture agreements restricting real property leases or licenses of intellectual property entered into by the Borrower or any Subsidiary, (i10) any such limitations or requirements that are binding on a Person at the time such Person first became a Subsidiary of the Borrower, so long as all such limitations and requirements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, together with any replacement agreement thereof so long as the terms thereof are not materially less favorable to such Subsidiary, (11) except for limitations or requirements that would not reasonably be expected to impair the ability of the joint venture Borrower and its Subsidiaries to grant Liens perform their obligations under the Loan Documents, limitations or requirements pursuant to the terms of Indebtedness permitted under Section 6.03 pursuant to a credit agreement, loan agreement, indenture or other documentation containing terms and provisions not materially less favorable to the applicable obligor than the terms of this Agreement, (12) restrictions on cash or other deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in its assetsthe ordinary course of business, make distributions or provide guarantees and (13) other restrictions that would not, in the good faith determination of its equity holders’ obligationsthe Borrower, or (ii) reasonably be expected to materially impair the ability of the joint venture partners Borrower and its Subsidiaries to grant Liens in perform their payment obligations under the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orLoan Documents; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsanother obligation of such Person.

Burdensome Agreements. Enter The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary Guarantor to make Restricted Payments Dividends or other Dispositions to either a Borrower or any Guarantor or to otherwise transfer property Property to a Borrower, other than (a) customary or invest in either Borrower necessary restrictions pursuant to the terms of a Permitted Receivables Financing otherwise permitted by Section 6.4(f), (b) restrictions imposed by applicable law, (c) restrictions imposed by any Credit Document or any Guarantoragreements evidencing secured Indebtedness permitted by this Agreement, except for (d) any restrictions imposed by the Senior Notes Documents, (e) restrictions and conditions existing on the Effective Date or to any extension, renewal, amendment, modification or replacement thereof, (f) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (g) restrictions or conditions set forth in any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the any time any Restricted Subsidiary Person becomes a Restricted Subsidiary, so long as provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent or any other Restricted Subsidiary, (iih) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Cash Collateral of such Person to secure the Obligations; provided, however, that clauses Agreement and (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending joint venture and other similar agreements applicable to joint ventures and applicable solely to such joint venture and the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsCapital Stock issued thereby.

Burdensome Agreements. Enter Each Borrower will not, and will not permit any Restricted Subsidiary to enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Note Documents, the Secured Note Documents and any documents evidencing Debt permitted pursuant to Section 10.2.1(g) (provided that the provisions therein, taken as a whole, are no more restrictive or burdensome than the provisions in this Agreement and are not materially adverse to the Secured Parties) that (av) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either any Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Company, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Company, (ii) of any Restricted Subsidiary to Guarantee the Obligations Debt of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligationsin favor of Administrative Agent; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness Debt permitted under Sections 7.02(fSection 10.2.1(c), 10.2.1(h) or (gj) solely to the extent any such negative pledge or transfer restriction relates to the property Property financed by or the subject of such IndebtednessDebt, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course Ordinary Course of business and consistent with past practicesBusiness, which restrict the transfer, assignment or encumbrance thereof, thereof or (C) restrictions imposed on cash or other deposits required by Lawutility, (D) customary provisions insurance, surety or bonding companies, in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assetseach case, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens under contracts entered into in the equity Ordinary Course of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orBusiness; or (bw) 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, unless such Contractual Obligation provides that such requirement shall not apply with respect to Liens granted to secure the Obligations.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred arrangement that prohibits, restricts or provided in favor of imposes any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting condition upon (i) the ability of the joint venture Borrower or any Credit Party to grant Liens in its assetscreate, make distributions incur or provide guarantees permit to exist any Lien upon any of its equity holders’ obligations, property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary that is not a Credit Party to pay dividends or other distributions with respect to any of its Capital Stock; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law, or by any Credit Document, or with respect to clause (ii) above any document evidencing any Ratio Debt, Incremental Equivalent Debt or Refinancing Equivalent Debt (or any Permitted Refinancing thereof), (B) the foregoing shall not apply to customary provisions in joint venture partners agreements and other similar agreements applicable to grant Liens in the equity of joint ventures constituting Investments permitted hereunder and applicable solely to such joint venture, any holder of a Lien permitted by Section 7.01 restricting (C) the transfer of the property subject thereto and, customary foregoing shall not apply to restrictions and conditions contained in imposed on any Restricted Subsidiary that is not a Credit Party by the terms of any Indebtedness of such Restricted Subsidiary that is not a Credit Party permitted to exist or be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any purchase, sale, amalgamation or merger secured Indebtedness permitted hereunder pending if such restrictions or conditions apply only to the consummation property or assets financed by such Indebtedness, (E) clause (i) of such purchasethe foregoing shall not apply to customary provisions in leases, salelicenses, amalgamation or merger or; or purchase money contracts and other contracts (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.including joint venture agreements)

Burdensome Agreements. Enter into into, or permit to exist exist, any Contractual Obligation (other than except for this Agreement or any and the other Loan DocumentDocuments) that (a) limits encumbers or restricts the ability of any such Person to (i) of any Restricted Subsidiary to act as a Loan Party; (ii) make Restricted Payments to either Borrower any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien in favor of the Administrative Agent (for the benefit of the Secured Parties) upon any of their properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations, except the foregoing shall not apply to (A) restrictions and conditions imposed by any applicable Law, (B) restrictions and conditions contained in agreements relating to the sale of any Subsidiary or assets of the Company or any Guarantor Subsidiary, in each case, pending such sale, provided such restrictions and conditions apply only to the Person or assets that are to otherwise transfer property to be sold and such sale is permitted hereunder, (C) customary provisions in leases and other contracts restricting the assignment or invest encumbrance thereof, (D) any restrictions or conditions set forth in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the any time any Restricted Subsidiary Person becomes a Restricted Subsidiary, so long as Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Company or any other Subsidiary, (iiE) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesjoint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), easements(F) customary net worth provisions or similar financial maintenance provisions contained in real property leases, leases (G) restrictions requiring minimum reserves of cash or other agreementsdeposits, in each case case, imposed by customers of the Company or any Subsidiary under contracts entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (CH) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity case of such joint ventureclause (a)(v) only, for any holder of a Lien document or instrument governing Indebtedness permitted by Section 7.01 restricting 7.02; provided that any such restriction contained therein relates only to the transfer of the property subject thereto and, customary restrictions and conditions contained in asset or assets securing any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orIndebtedness; or (b) requires the grant of a any Lien to secure an on property for any obligation of such Person if a Lien on such property is granted to secure given as security for the Secured Obligations.

Burdensome Agreements. Enter The Borrower shall not enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary to Guarantee guarantee the Obligations Indebtedness of the Borrower or (iiic) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure its obligations under the ObligationsLoan Documents to which it is a party; provided, however, that clauses (i) through (iii) this Section 6.06 shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided the requirement of granting a pari passu Lien in favor of any holder of any public Indebtedness if the Obligations hereunder are required to be secured; provided, further, however, the foregoing shall not apply to (i) restrictions imposed by law or this Agreement, (ii) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted under Sections 7.02(fhereunder, (iii) customary provisions in leases, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person, (giv) with respect to clause (c) customary provisions in leases restricting the assignment thereof and (v) any Contractual Obligations relating to Indebtedness, Capital Leases or purchase money obligations for real property and fixed or capital assets solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsleased thereunder.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any other Group Member to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any Agreement, the other Loan DocumentDocuments, the Tax Equity Documents and any requirements of Law that are memorialized as Contractual Obligations) that (a) limits prohibits any Group Member or restricts the ability (i) of any Restricted Subsidiary Group Member to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A1) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on the Collateral or property of such Person for the benefit of the Lenders with respect to secure the ObligationsFacilities and the Obligations or under the Loan Documents or (2) make distributions, dividends or payments to the Borrower; providedprovided that the foregoing shall not apply to Contractual Obligations which (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.08) are listed on Schedule 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (i)(x) are set forth in an agreement evidencing Indebtedness, howeverare set forth in any agreement evidencing any permitted modification, that clauses replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iii) through arise in connection with any Disposition expressly permitted by Section 7.05 and relate solely to the property or Person subject to such Disposition, (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor are customary provisions restricting assignment of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case agreement entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofbusiness, (Civ) are restrictions on cash or other deposits imposed by Lawcustomers under contracts entered into in the ordinary course of business, (Dv) customary provisions restrictions on Liens in joint venture agreements restricting (i) Indebtedness expressly permitted hereunder so long as such Indebtedness permits the ability first-priority Liens of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligationsSecured Parties on the Collateral, or (iivi) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsarise under Permitted Tax Equity Financings.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any GuarantorBorrower, except in each case for any agreement in effect (A) on the date hereof Effective Date and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Borrower or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations; provided, however, that this Section 7.09 shall not prohibit any restriction or requirement existing under or by reason of (i) applicable Law, (ii) any agreement relating to Indebtedness permitted under Section 7.03, (iii) customary non-assignment provisions with respect to leases or licensing agreements entered into by any Borrower or any of its Subsidiaries, (iv) customary restrictions contained in an agreement related to the sale of property (to the extent such sale is permitted pursuant to Section 7.05) that limit the transfer of such property pending the consummation of such sale, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of a business, (vi) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures, or (vii) customary restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Burdensome Agreements. Enter Each Borrower will not, and will not permit any Restricted Subsidiary to enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Notes Indenture and Senior Notes, the Secured Note Documents and any documents evidencing Debt permitted pursuant to Section 10.2.1(g) (provided that the provisions therein, taken as a whole, are no more restrictive or burdensome than the provisions in this Agreement and are not materially adverse to the Secured Parties) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either any Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Company, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Company, (ii) of any Restricted Subsidiary to Guarantee Guaranty the Obligations Debt of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligationsin favor of Administrative Agent; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness Debt permitted under Sections 7.02(fSection 10.2.1(c), 10.2.1(h) or (gj) solely to the extent any such negative pledge or transfer restriction relates to the property Property financed by or the subject of such IndebtednessDebt, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course Ordinary Course of business and consistent with past practicesBusiness, which restrict the transfer, assignment or encumbrance thereof, thereof or (C) restrictions imposed on cash or other deposits required by Lawutility, (D) customary provisions insurance, surety or bonding companies, in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assetseach case, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens under contracts entered into in the equity Ordinary Course of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orBusiness; 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, unless such Contractual Obligation provides that such requirement shall not apply with respect to Liens granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of Borrower or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsPerson, in each case entered into in other than (1) contractual encumbrances or restrictions under any agreements related to any Lien permitted by Section 8.01 (solely with respect to the ordinary course of business and consistent with past practices, which restrict the transfer, assignment property subject to such Lien) or encumbrance thereofany Indebtedness permitted by Section 8.03, (C) restrictions imposed by Law, (D2) customary provisions in joint venture agreements restricting and other similar agreements applicable to joint ventures, (i3) any restriction imposed on a Subsidiary pursuant to an agreement, permitted hereunder, entered into for the ability sale or Disposition of all or substantially all the joint venture Equity Interests or assets of a Subsidiary pending the closing of such sale or Disposition, (4) customary provisions relating to grant Liens in its leases or licenses of intellectual property or other assets, make distributions or provide guarantees (5) customary provisions restricting assignment of its equity holders’ obligationscontracts, or and (ii6) any agreement in effect at the ability of the joint venture partners to grant Liens time a Person becomes a Subsidiary, provided that such agreement was not entered into in the equity contemplation of such joint venture, any holder of Person becoming a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orSubsidiary; or (b) requires the grant of a Lien (except Permitted Liens) to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the Obligationsforegoing shall CREDIT AGREEMENT - Page 51 not apply to any Contractual Obligation entered into in connection with the issuance of unsecured Indebtedness permitted under clause (e) of Section 8.03.

Burdensome Agreements. Enter into Not, and not permit any Significant Subsidiary (other than an Excluded Subsidiary) to, enter into, or permit to exist exist, any written Contractual Obligation (other than this Agreement that encumbers or any other Loan Document) that (a) limits restricts the ability of any such Person to (i) of pay dividends or make any Restricted Subsidiary other distributions to make Restricted Payments any Loan Party on its Capital Stock or with respect to either Borrower any other interest or participation in, or measured by, its profits or (ii) repay any Guarantor loans or advances owed to otherwise transfer property to or invest in either Borrower or any GuarantorLoan Party, except for any agreement in effect (A1) on this Agreement and the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaryother Loan Documents, (ii2) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessNote Purchase Agreements, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C3) restrictions and conditions imposed by Law, (D4) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any purchase, sale, amalgamation or merger property permitted hereunder under Section 7.09 pending the consummation of such purchasesale or other disposition, saleand/or (5) Contractual Obligations which (A) (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.18) are listed on Schedule 7.18 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Debt, amalgamation are set forth in any agreement evidencing any permitted renewal, extension or merger or; refinancing of such Debt so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (bii) requires are binding on a Subsidiary at the grant of time such Subsidiary first becomes a Lien to secure an obligation Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person if becoming a Lien is granted Subsidiary, (B) are customary provisions in joint venture agreements and other similar agreements applicable to secure joint ventures permitted under Section 7.17 and applicable solely to such joint venture entered into in the Obligationsordinary course of business or (C) are set forth in the agreements governing any Permitted Securitization with respect to any Securitization Subsidiary.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement i) the ability of the Company or any other Loan DocumentParty to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that (aA) limits the ability foregoing shall not apply to restrictions and conditions imposed by Law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the permitted sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to exist or be incurred hereunder, (D) clause (i) of any Restricted Subsidiary the foregoing shall not apply to make Restricted Payments to either Borrower restrictions or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for conditions imposed by any agreement relating to secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) the foregoing shall not apply to customary encumbrances or restrictions in effect joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement, (AF) on clause (i) of the date hereof and set forth on Schedule 7.09foregoing shall not apply to customary anti-assignment provisions contained in agreements entered into in the ordinary course of business; (Bviii) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, clause (ii) of any Restricted Subsidiary the foregoing shall not apply to Guarantee the Obligations or customary subordination of subrogation, contribution and similar claims contained in Guaranties permitted hereunder, (iiiG) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses clause (i) through (iii) of the foregoing shall not prohibit (A) any negative pledge apply to cash deposits or other transfer restriction incurred deposits imposed by customers under contracts entered into in the ordinary course of business, (H) clause (i) of the foregoing shall not apply to restrictions on the transfer, lease, or provided in favor license of any holder property or asset of Indebtedness permitted under Sections 7.02(f) or (g) solely to any Loan Party in effect on the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case Effective Date that were entered into in the ordinary course of business and consistent with past practicesnot in contemplation of this Agreement, which restrict the transfer, assignment or encumbrance thereof, and (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (iI) the ability of the joint venture foregoing shall not apply to grant Liens in its assets, make distributions encumbrances or provide guarantees of its equity holders’ obligations, restrictions existing with respect to any Person or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation assets of such Person if a Lien is granted acquired by the Company or any Subsidiary of the Company in an acquisition permitted hereunder, provided that such encumbrances and restrictions are not applicable to secure any Person or the Obligationsproperty or assets of any Person other than such acquired Person or the property or assets of such acquired Person and were not created in contemplation of this Agreement.

Burdensome Agreements. Enter The Company will not enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary to Guarantee guarantee the Obligations Indebtedness of the Company or (iiic) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure its obligations under the ObligationsNote Documents to which it is a party; provided, however, that clauses the foregoing shall not apply to (i) through restrictions imposed by law or this Agreement, (ii) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesleases, easements, leases or other partnership agreements, in each case limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices, which that restrict the transfer, assignment transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person, (iv) with respect to clause (c), customary provisions in leases restricting the assignment thereof, (C) restrictions imposed by Law, (Dv) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens restrictions contained in the equity of definitive documents for secured Indebtedness permitted pursuant to this Agreement so long as such joint venture, any holder of a Lien permitted by Section 7.01 restricting restrictions apply only to the transfer of Subsidiaries that are party to such agreement and the property subject thereto and, assets that are collateral for such Indebtedness and (vi) customary restrictions and conditions contained in any agreement relating the definitive documents for Indebtedness permitted pursuant to any purchase, sale, amalgamation or merger permitted hereunder pending this Agreement so long as such restrictions are not more restrictive than those contained in the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.Note Documents. 57960355 -34- ACTIVE 55367404v2

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary Guarantor to make Restricted Payments to either the Borrower or any Subsidiary Guarantor or to otherwise transfer property to or invest in either the Borrower or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary Guarantor to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted Person, in each case other than any such Contractual Obligation (A) in existence as of the date of this Agreement and set forth in Schedule 7.09 of the Disclosure Letter, (B) arising under any agreement, contract or instrument relating to Indebtedness permitted to be incurred under Sections 7.03(b), 7.03(i) or (l), (C) arising by reason of customary provisions restricting assignments, subletting or other transfers contained in leases and licenses and other agreements entered into in the ordinary course of business, (D) constituting customary subrogation waivers in Guarantees permitted under this Agreement, (E) arising with respect to specific property not constituting Collateral (other than equity interests in Xxxxxxxxx Rail Services, the GIMSA Loan or property that could become Eligible Property, Plant and Equipment) encumbered to secure payment of particular Indebtedness permitted under Section 7.03 or to be sold pursuant to an executed agreement with respect to a Disposition permitted under Section 7.05, (F) in connection with cash or other deposits imposed by customers of the Obligations.Borrower or any Subsidiary under contracts entered into in the ordinary course of business, (G) arising under arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with government grants, financial aid, subsidies, tax holidays or other similar benefits or economic incentives (so long as such restrictions apply only to the assets of such Foreign Subsidiary), (H) constituting a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments dividends or other distributions to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, Guarantor or (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; Persons, provided, however, that clauses this clause (i) through (iiiii) shall not prohibit any negative pledge incurred or provided (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(d) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtednessindebtedness or, (B) as provided in the documents governing the Section 7.03(e) Indebtedness, (C) relating to property existing at the time of the acquisition thereof, so long as the restriction or condition relates only to the property so acquired, (D) in connection with a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of indebtedness issued under an agreement referred to in clauses (A) through (C) above, so long as the restrictions and conditions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive that the restrictions and conditions contained in the original agreement, (E) constituting customary non-provisions restricting subletting or assignment of any leases of the Borrower or any Subsidiary or provisions in purchase and agreements that restrict the assignment of such agreement or any rights thereunder, (F) constituting restrictions on the sale or exchange agreements other disposition of any property securing indebtedness as a result of a Lien on such property permitted hereunder, (G) constituting customary restrictions on cash, other deposits or similar operational agreements, or customary provisions in licenses, easements, leases or assets imposed by customers and other agreements, in each case persons under contract entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofbusiness, (CH) restrictions imposed by Lawconstituting any restriction or condition with respect to property under an agreement that has been entered into for the disposition of such property, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligationsprovided that such disposition is otherwise permitted hereunder, or (iiI) constituting any restriction or condition with respect to property under a charter, lease or other agreement that has been entered into for the ability of the joint venture partners to grant Liens in the equity employment of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orproperty; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except as provided herein or in the Obligationsdocuments governing any Section 7.03(e) Indebtedness.

Burdensome Agreements. Enter into The Company will not, and will not permit any of its Subsidiaries (other than Subsidiaries which are special purpose entities involved in securitization relating to the sale or financing of accounts receivable) to, directly or indirectly, enter into, incur 71 Lululemon Credit Agreement or permit to exist any Contractual Obligation (agreement or other than this Agreement arrangement binding on the Company or any Subsidiary thereof that prohibits, restricts or imposes any condition upon the ability of any Subsidiary of the Company to pay dividends or make other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Company or any other Loan Document) Subsidiary thereof, provided that the foregoing shall not apply to restrictions and conditions (a) limits imposed by law, by this Agreement, or by any other loan or credit agreement containing such restrictions and conditions that are no more onerous than the ability restrictions and conditions contained herein, (ib) of existing on the Closing Date and identified on Schedule 7.06 (but shall apply to any Restricted Subsidiary to make Restricted Payments to either Borrower extension or renewal of, or any Guarantor amendment or modification expanding the scope of, any such restriction or condition), (c) that are customarily contained in agreements relating to otherwise transfer property the sale of a Subsidiary of the Company pending such sale, provided that such restrictions and conditions apply only to or invest in either Borrower or any Guarantorsuch Subsidiary and such sale is permitted hereunder, except for any agreement in effect (Ad) are binding on the date hereof and set forth on Schedule 7.09; (B) a Subsidiary at the time any Restricted such Subsidiary first becomes a Restricted SubsidiarySubsidiary of the Company, so long as such agreement was restrictions or conditions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, Subsidiary of the Company and (iie) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) are customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the and other similar agreements applicable to joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsventures.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentAgreement, the Senior Note Indenture as in effect on the Closing Date and agreements governing Refinancing Indebtedness (subject to clause (iii) of Section 7.03(b)) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or to any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor; provided, except for any agreement in effect however, that this clause (Ai) on the date hereof and set forth on Schedule 7.09; (B) at the time any shall not prohibit a Restricted Subsidiary becomes from entering into customary agreements to maintain a Restricted Subsidiary, so long as such agreement was not entered into solely minimum amount of assets in contemplation of such Person becoming connection with a Restricted SubsidiaryGuarantee permitted under Section 7.03(o) , (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower, or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure securing the Obligations; , provided, howeverhowever , that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness any Lien permitted under Sections 7.02(f7.01(b), (e), (f), (i) or , (gk), (n), (o), (q), (r), (s) and (t) solely to the extent any such negative pledge or other restriction on transfer restriction of property relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase Indebtedness and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business proceeds thereof; and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting provided further that clauses (i) the ability of the joint venture to grant Liens in its assets), make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, and (iii) shall not prohibit any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating or instrument entered into in connection with a Contango Credit Facility so long as such limitations apply only to any purchasethe related Contango Subsidiary and its assets and, salein the case of clause (iii), amalgamation or merger permitted hereunder pending the consummation of Equity Interests in such purchase, sale, amalgamation or merger orContango Subsidiary; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsObligations of such Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument and except in the case of restrictions and conditions imposed by Law) that (a) limits the ability does not permit (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through (iii) the foregoing shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g7.03(f) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, ; (B) customary nonanti-assignment provisions (1) in purchase and sale contracts restricting the assignment thereof or exchange agreements (2) in contracts for the Disposition of any assets or similar operational agreementsany Subsidiary, provided that the restrictions in any contract referred to in this clause (2) shall apply only to the assets or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, Subsidiary that is to be Disposed of; (C) restrictions imposed by Law, provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements restricting and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder; (iE) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens customary restrictions arising under licenses and other contracts entered into in the equity ordinary course of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orbusiness; or (bF) requires customary restrictions in documentation governing Indebtedness of the grant type referred to in Section 7.03(b) or (h) of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsdefinition thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either any Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of a Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of a Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Borrower or (iii) of a any Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f7.02(g), (h) or (gq) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B) customary non-assignment provisions any negative pledge contained in purchase and sale or exchange agreements or similar operational agreements, or customary provisions Indebtedness incurred in licenses, easements, leases or other agreements, in each case entered into in accordance with Section 7.02(d) so long as such negative pledge permits Liens on the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability assets of the joint venture Loan Parties securing the Obligations (as such Obligations may be modified, increased, extended, refinanced, renewed or replaced from time to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger ortime); or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that the Obligationsforegoing shall not apply to Contractual Obligations that (1) are customary restrictions that arise in connection with any Disposition permitted by Section 7.05, so long as such Contractual Obligations relate only to the asset or Person subject to such Disposition, (2) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03, so long as such Contractual Obligations are applicable only to such joint venture, and (3) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto.

Burdensome Agreements. Enter Except for restrictions and conditions (1) imposed by Law, (2) existing on the date hereof, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (3) of a customary nature contained in agreements relating to the Disposition of a Subsidiary otherwise permitted under this Agreement pending such Disposition, provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of or (4) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the Disposition or permit to exist distribution of assets of such joint venture, enter into any Contractual Obligation (other than this Agreement or any other Loan Document, or any related document, instrument or agreement) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer permit to exist Liens on Collateral of such Person its property to secure the Obligations; provided, however, that the foregoing clauses (i) through and (ii) shall not prohibit any such limitations applicable solely to any Subsidiary incurring Indebtedness permitted pursuant to Section 7.03(h), 7.03(n) or 7.03(o) to the extent so provided in the agreements governing such Indebtedness and the foregoing clause (iii) shall not prohibit (A) prohibit any negative pledge or other transfer restriction incurred or provided in favor of any holder of a Lien permitted by Section 7.01(f), (i), (q), (r), (s), (t) or (u) and secured Indebtedness permitted under Sections 7.02(fSection 7.03(e), (h), (n) or (go) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness and (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or apply to customary provisions in licensesleases, easements, leases or other agreements, in each case entered into in the ordinary course of business licenses and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 similar contracts restricting the assignment, encumbrance, sub-letting or transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orthereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower, or (iii) of a the Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; providedprovided , howeverhowever , that clauses (i) through (iii) this Section 6.09 shall not prohibit (A1) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 6.03(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness (and any additions, attachments, accessions, parts and improvements thereto and the proceeds thereof) and any refinancing or replacement thereof permitted by Section 6.03(i), (B2) any negative pledge provided for in an agreement set forth on Schedule 6.09 to the Disclosure Letter and any renewals, extensions or replacements thereof, provided that the terms of such negative pledge are no less favorable in any material respect (determined in good faith by the Borrower) to the Loan Parties or the Lenders than the terms of any agreement being renewed, extended or replaced, (3) any restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted by Section 6.05, to the extent such restrictions relate to the Subsidiary or property subject to such Disposition, (4) restrictions arising by reason of customary non-assignment provisions or no-subletting clauses in purchase and sale leases or exchange agreements or similar operational agreementsother contracts entered into in the ordinary course of business, or (5) customary provisions in licensesjoint venture agreements and other similar agreements relating solely to the securities, easements, leases assets and revenues of such joint venture or other agreementsbusiness venture, in each case (6) contracts entered into in the ordinary course of business and consistent with past practices, which restrict restricting the transfer, assignment or encumbrance thereofof such contracts, (C7) any restrictions that (x) exist on the Closing Date and (y) any renewal or extension of a restriction permitted by clause (7)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (8) restrictions imposed by applicable Law, (D9) customary net worth provisions contained in joint venture agreements restricting real property leases or licenses of intellectual property entered into by the Borrower or any Subsidiary, (i10) any such limitations or requirements that are binding on a Person at the time such Person first became a Subsidiary of the Borrower, so long as all such limitations and requirements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, together with any replacement agreement thereof so long as the terms thereof are not materially less favorable to such Subsidiary, (11) except for limitations or requirements that would not reasonably be expected to impair the ability of the joint venture Borrower and its Subsidiaries to grant Liens perform their obligations under the Loan Documents, limitations or requirements pursuant to the terms of Indebtedness permitted under Section 6.03 pursuant to a credit agreement, loan agreement, indenture or other documentation containing terms and provisions not materially less favorable to the applicable obligor than the terms of this Agreement, (12) restrictions on cash or other deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in its assetsthe ordinary course of business, make distributions or provide guarantees and (13) other restrictions that would not, in the good faith determination of its equity holders’ obligationsthe Borrower, or (ii) reasonably be expected to materially impair the ability of the joint venture partners Borrower and its Subsidiaries to grant Liens in perform their payment obligations under the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orLoan Documents; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsanother obligation of such Person.

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make 121 3775032.13 Restricted Payments to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Guarantor, Subsidiary Guarantor except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Company pursuant to a Permitted Acquisition, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Company, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness; provided, further, that this clause (a) shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (Dy) customary provisions in joint venture agreements leases and other contracts restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligationsassignment thereof, or (iiz) the ability of the joint venture partners to grant Liens provisions in the equity of such joint ventureany lease or lease agreement, or any holder of a Lien permitted restrictions or conditions imposed by Section 7.01 any landlord, prohibiting or restricting the transfer granting, creation or incurrence of any liens on any premises leased by the property subject thereto and, customary restrictions and conditions contained in Company or any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orits Subsidiaries; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsanother obligation of such Person.

Burdensome Agreements. Enter The Company will not enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary to Guarantee guarantee the Obligations Indebtedness of the Company or (iiic) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure its obligations under the ObligationsNote Documents to which it is a party; provided, however, that clauses the foregoing shall not apply to (i) through restrictions imposed by law or this Agreement, (ii) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licensesleases, easements, leases or other partnership agreements, in each case limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices, which that restrict the transfer, assignment transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person, (iv) with respect to clause (c), customary provisions in leases restricting the assignment thereof, (C) restrictions imposed by Law, (Dv) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens restrictions contained in the equity of definitive documents for secured Indebtedness permitted pursuant to this Agreement so long as such joint venture, any holder of a Lien permitted by Section 7.01 restricting restrictions apply only to the transfer of Subsidiaries that are party to such agreement and the property subject thereto and, assets that are collateral for such Indebtedness and (vi) customary restrictions and conditions contained in any agreement relating the definitive documents for Indebtedness permitted pursuant to any purchase, sale, amalgamation or merger permitted hereunder pending this Agreement so long as such restrictions are not more restrictive than those contained in the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsNote Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary of the 140 Specified U.S. Borrower to make Restricted Payments to either the Specified U.S. Borrower or any Guarantor or to otherwise transfer property to or invest in either any Borrower or any Guarantor, except for any agreement in effect (Ai) on the date hereof Closing Date and set forth described on Schedule 7.09; 7.09 hereto, (Bii) at the time any Restricted Subsidiary Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iiiii) representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 7.03, or (iv) in connection with any Disposition permitted by Section 7.05 relating solely to the assets to be disposed of, and (b) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Specified U.S. Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the Obligations; provided, however, that clauses Revolving Credit Facility and the Obligations or under the Loan Documents except for (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) Section 7.03 but solely to the extent any such negative pledge or transfer restriction relates to the property financed subject to a Lien permitted by Section 7.01 or the subject of such Indebtedness, (Bii) customary non-assignment provisions in purchase restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto; provided, however, that clauses (a) and sale or exchange agreements or similar operational agreements, or (b) shall not prohibit Contractual Obligations that (i) are customary provisions in licensesjoint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, easements(ii) apply only to the property or assets securing Indebtedness permitted to be secured by such property or assets by Section 7.01 and Section 7.03, leases (iii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (v) are restrictions on cash or other agreements, in each case deposits imposed by customers under contracts entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (Cvi) are restrictions or conditions imposed by Law; provided, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assetsfurther, make distributions or provide guarantees of its equity holders’ obligationsthat any amendment, restatement, amendment and restatement, modification, renewal, extension or (ii) the ability of the joint venture partners to grant Liens in the equity case such Contractual Obligations are set forth in an agreement evidencing Indebtedness) refunding or refinancing otherwise permitted hereunder of such joint venture, any holder of a Lien Contractual Obligations that are permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; clause (a) or (b) requires above shall be permitted under this Section 7.09, so long as such amendment, restatement, amendment and restatement, modification, renewal, extension, refunding or refinancing does not further limit the grant ability of a Lien any Subsidiary of the Specified U.S. Borrower to secure an obligation make Restricted Payments or to otherwise transfer property to or invest in any Borrower or any Guarantor, or further limit the ability the Specified U.S. Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person if a Lien is granted for the benefit of the Lenders with respect to secure the ObligationsRevolving Credit Facility and the Obligations or under the Loan Documents, or otherwise expand the scope of such Contractual Obligation.

Burdensome Agreements. Enter into Not, and not permit any Significant Subsidiary (other than an Excluded Subsidiary) to, enter into, or permit to exist exist, any written Contractual Obligation (other than this Agreement that encumbers or any other Loan Document) that (a) limits restricts the ability of any such Person to (i) of pay dividends or make any Restricted Subsidiary other distributions to make Restricted Payments any Loan Party on its Capital Stock or with respect to either Borrower any other interest or participation in, or measured by, its profits or (ii) repay any Guarantor loans or advances owed to otherwise transfer property to or invest in either Borrower or any GuarantorLoan Party, except for any agreement in effect (A1) on this Agreement and the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaryother Loan Documents, (ii2) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessNote Purchase Agreements, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C3) restrictions and conditions imposed by Law, (D4) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any purchase, sale, amalgamation or merger property permitted hereunder under Section 7.09 pending the consummation of such purchasesale or other disposition, saleand/or (5) Contractual Obligations which (A) (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.18) are listed on Schedule 7.18 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Debt, amalgamation are set forth in any agreement evidencing any permitted renewal, extension or merger or; refinancing of such Debt so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (bii) requires are binding on a Subsidiary at the grant of time such Subsidiary first becomes a Lien to secure an obligation Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person if becoming a Lien is granted Subsidiary, (B) are customary provisions in joint venture agreements and other similar agreements applicable to secure joint ventures permitted under Section 7.17 and applicable solely to such joint venture entered into in the Obligationsordinary course of business or (C) are set forth in the agreements governing any Permitted Securitization with respect to any Securitization Subsidiary.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any GuarantorBorrower, except in each case for any agreement in effect (A) on the date hereof Closing Date and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Borrower or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations; provided, however, that this Section 7.09 shall not prohibit any restriction or requirement existing under or by reason of (i) applicable Law, (ii) any agreement relating to Indebtedness permitted under Section 7.03, (iii) customary non-assignment provisions with respect to leases or licensing agreements entered into by any Borrower or any of its Subsidiaries, (iv) customary restrictions contained in an agreement related to the sale of property (to the extent such sale is permitted pursuant to Section 7.05) that limit the transfer of such property pending the consummation of such sale, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of a business, (vi) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures, or (vii) customary restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses clause (i) through and clause (iii) shall not prohibit (A) any restriction on transfer or negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(e) solely to the extent any such restriction on transfer or negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien (other than Liens permitted under Section 7.01) to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that this Section 7.09 shall not prohibit any such limitations or requirements that are binding on a Person at the Obligationstime such Person first became a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any Subsidiary, so long as all such limitations and requirements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or merging into or consolidating with the Borrower or any Subsidiary, together with any replacement agreement thereof so long as the terms thereof are not materially less favorable to the Borrower or such Subsidiary. Notwithstanding the forgoing, the Borrower and its Subsidiaries may enter into a Contractual Obligation (w) that has restrictions described in clause (a) above by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, in each case, relating solely to the assets subject to such lease or license or assets relating solely to the assets of such joint venture, (x) that has restrictions described in clause (a)(i) above to the extent such restriction only restricts assignments of such contracts entered into in the ordinary course of business, (y) that has restrictions described in clause (a) above by virtue of customary provisions in asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business permitted under the terms of this Agreement to the extent such restriction only restricts the transfer of ownership interests in the assets or stock that is to be sold pursuant thereto, pending the sale of such assets and (z) that has restrictions described in clause (a) above by virtue of restrictions on cash or deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Burdensome Agreements. Enter The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to exist enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the right (a) limits the ability (i) of any Restricted such Subsidiary to make Restricted Payments Distributions to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary of the Company to Guarantee guarantee the Obligations Indebtedness of the Company or (iiic) of a Borrower the Company or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; providedPerson, however, that clauses in each case except for (i) through restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement ANNEX A-35 relating to the sale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) shall this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not prohibit reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (Ay) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 10.6(c) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (Bvi) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational franchise agreements, or customary provisions in licenses, easements, leases leases, indemnities or other agreements, in each case entered into in the ordinary course of business agreements and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (Cvii) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions on any property or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions Person contained in any asset or stock sale agreement relating or other similar agreements entered into with respect to any purchase, sale, amalgamation such property or merger permitted hereunder pending Person to the consummation extent (x) the sale or other disposition of such purchase, sale, amalgamation property or merger or; Person is not prohibited by this Agreement and (y) such restrictions relate only to the property or (b) requires the grant of a Lien Person to secure an obligation of such Person if a Lien is granted to secure the Obligationsbe sold or otherwise disposed of.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses this clause (i) through (iiiiv) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fand in accordance with clauses (e) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness), (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofg), (Ch) restrictions imposed by Law(solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), (Dj) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant so long as such negative pledge permits Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (iik) (solely to the ability of extent any such negative pledge relates to the joint venture partners to grant Liens in property financed by or the equity subject of such joint venture, any holder Indebtedness) of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the Obligationsforegoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (excluding the Agreement, the other than Loan Documents and any document or agreement relating to the Senior Unsecured Notes or the Subordinated Debt and any refinancings thereof permitted under this Agreement or any other Loan Document(the “High Yield Documents”)) so long as such provisions in such High Yield Documents are similar to those provisions found in similar transactions) that (a) limits the ability (i) of any Loan Party or Restricted Subsidiary to make Restricted Payments to either Borrower any Loan Party or any Guarantor another Restricted Subsidiary or to otherwise make Investments in or transfer property to any Loan Party or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of any Loan Party or Restricted Subsidiary or (iii) of a Borrower any Loan Party or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person in favor of the Administrative Agent as required by the Loan Documents or to secure any other Person in connection with any refinancing or renewal of the ObligationsLoan Documents; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A1) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.03(c), (e), (f), (g) or (gp) and Indebtedness incurred in connection with any Sale/Leaseback Transaction solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (B2) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, agreements or customary provisions in licenses, easements, leases easements or other agreementsleases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the Obligations.foregoing, the Loan Parties and Restricted Subsidiaries may be subject to Contractual Obligations specified in clause (a) above to the extent such restrictions and conditions exist on the Fifth Amendment Effective Date or constitute an extension, renewal or replacement of any Contractual Obligation existing on the Fifth Amendment Effective Date. 146

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses this clause (i) through (iiiiv) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fand in accordance with clauses (e) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness), (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofg), (Ch) restrictions imposed by Law(solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted 107 Acquisition), (Dj) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant so long as such negative pledge permits Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (iik) (solely to the ability of extent any such negative pledge relates to the joint venture partners to grant Liens in property financed by or the equity subject of such joint venture, any holder Indebtedness) of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the Obligationsforegoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and (z) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting the assignment thereof or the granting of a leasehold mortgage thereon.

Burdensome Agreements. Enter The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary Guarantor to make Restricted Payments Dividends or other Dispositions to either a Borrower or any Guarantor or to otherwise transfer property Property to a Borrower, other than (a) customary or invest in either Borrower necessary restrictions pursuant to the terms of a Permitted Receivables Financing otherwise permitted by Section 6.4(f), (b) restrictions imposed by applicable law, (c) restrictions imposed by any Credit Document or any Guarantoragreements evidencing secured Indebtedness permitted by this Agreement, except for (d) any restrictions imposed by the Senior Notes Documents, (e) restrictions and conditions existing on the Fifth Amendment Effective Date or to any extension, renewal, amendment, modification or replacement thereof, (f) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (g) restrictions or conditions set forth in any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the any time any Restricted Subsidiary Person becomes a Restricted Subsidiary, so long as provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent or any other Restricted Subsidiary, (iih) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Cash Collateral of such Person to secure the Obligations; provided, however, that clauses Agreement and (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending joint venture and other similar agreements applicable to joint ventures and applicable solely to such joint venture and the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsCapital Stock issued thereby.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A1) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(f) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, Indebtedness or (ii2) the ability any negative pledge incurred or provided in favor of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien any Public Indebtedness permitted by under Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.03(e); or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, provided that this clause (b) shall not prohibit the Obligationsrequirement of granting a pari passu Lien in favor of any holder of any Public Indebtedness permitted under Section 7.03(e) if the Obligations hereunder are required to be secured; provided, further, however, (x) the foregoing shall not apply to restrictions imposed by Law, this Agreement or any other Loan Documents or the Senior Notes, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, and (z) clause (iii) shall not apply to customary provisions in leases restricting the assignment thereof.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Material Domestic Subsidiary or Pledged Subsidiary to make Restricted Payments to either Borrower the Borrower, any Pledgor Subsidiary or any Guarantor or to otherwise transfer property to or invest in either Borrower the Borrower, any Pledgor Subsidiary or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Material Domestic Subsidiary or any Pledgor Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or any Guarantor or (iii) of a Borrower the Borrower, any Pledgor Subsidiary or any Restricted Material Domestic Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through (iii) shall that, so long as the following do not prohibit violate Section 7.12, (A) any negative pledge or other transfer restriction incurred or provided in favor none of any holder of Indebtedness permitted under Sections 7.02(fthe foregoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as a whole) or (g) solely could not reasonably be expected to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtednesshave a Material Adverse Effect), (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability none of the joint venture foregoing shall apply to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement agreements relating to any purchase, the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, amalgamation provided such restrictions and conditions apply only to the Person whose assets or merger permitted hereunder pending Equity Interests are to be sold, (C) clauses (i) and (iii) shall not apply to restrictions or conditions imposed on specific assets which are the consummation subject of any leases (including Capital Leases) or to customary provisions in leases (including Capital Leases) and other contracts restricting the assignment of such purchaseleases and other contracts, sale(D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as such restrictions are in effect on the date hereof) and (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in the documentation relating to financings permitted hereunder, amalgamation provided that such restrictions shall not restrict (x) any Loan Party’s or merger orMaterial Domestic Subsidiary’s ability to grant Liens in favor of the Administrative Agent and Secured Parties (or the Administrative Agent and Secured Party’s ability to enforce such Liens) under or in connection with the Loan Documents or (y) any Loan Party’s or Material Domestic Subsidiary’s ability to guarantee the Obligations; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, other than the requirements contained in the Senior Notes Indentures (as such requirements are in effect on the date hereof).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than (x) this Agreement Agreement, or any other Loan DocumentDocument or, (y) the Indenture governing the New Notes or (z) or any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrowers or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsAdministrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j), 7.02(l), 7.02(m) or (g) 7.02(o), in each case solely to the extent any such negative pledge or transfer restriction relates to the property financed by by, securing or otherwise the subject of such Indebtedness, Indebtedness or (B) customary non-assignment provisions in purchase and restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness or to be sold pursuant to an executed agreement with respect to a sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orassets; 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. The foregoing provision shall not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order (including agreements with regulatory authorities), (b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions (x) with respect to a Restricted Subsidiary or Subsidiaries pursuant to an agreement that has been entered into for the Obligationssale or disposition of all or substantially all of the assets or Equity Interests of such Restricted Subsidiary or Subsidiaries or (y) set forth in any agreements relating to any Non-Core Asset Disposition or any Disposition under Section 7.05(i) permitted hereunder, (d) customary provisions in joint venture agreements, financing agreements related to Joint Ventures, and other similar agreements relating solely to the securities, assets and revenues of Joint Ventures or other business ventures, (e) restrictions on transfer (including negative pledge provisions) set forth in any agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to the provisions of any credit facility entered into by such fund), (f) any provisions existing under, by reason of or with respect to Indebtedness of any Foreign Subsidiary and applicable only to Foreign Subsidiaries, (g) any provisions of or relating to any Performance Contingent Obligation (including without limitation any completion guarantee), (h) any Contractual Obligation that is reasonably determined by the Company not to materially adversely affect the ability of the Company to perform its obligations under the Loan Documents, or (i) any Contractual Obligation existing on the Closing Date or otherwise permitted under this Section 7.09 (and any amendment, restatement, refinancing, replacement or other modification thereof so long as any change to the provisions relevant to this Section 7.09 are not more adverse to the interests of the Lenders in any material respect).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan Document, any SBLC Loan Document or the Investor Rights Agreement) that (a) limits the ability (ia) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iiic) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through (iii) this Section 7.09 shall not prohibit (Ai) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.02(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (Bii) any Lien permitted pursuant to Section 7.01 or any document or instrument governing any Lien permitted pursuant to Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (iii) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Lawcorporate law, (Div) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to the sale of any purchase, sale, amalgamation or merger property permitted hereunder under Section 7.05 pending the consummation of such purchase, sale, amalgamation or merger or; or (bv) requires customary provisions restricting assignments, subletting or other transfers contained in leases, licenses or similar agreements entered into in the grant ordinary course of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsbusiness.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary Loan Party to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaryother Loan Party, (iib) of any Restricted Subsidiary Loan Party to Guarantee the Obligations of any Loan Party or (iiic) of a Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor Obligations of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting Loan Party; provided that (i) the ability of foregoing shall not apply to restrictions and conditions (v) imposed by applicable Laws, rules or regulations, (w) existing on the joint venture date hereof under the Note Purchase Agreements (or to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchasethe documentation for other Indebtedness that are no more restrictive than such restrictions and conditions contained in the Note Purchase Agreements), sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (bx) requires requiring the grant of a Lien to secure an obligation of such Person solely if and to the extent a Lien is granted to secure another obligation of such Person, subject to the last sentence of this Section 7.09, (y) imposed by any joint venture, partnership or similar arrangement to which any Loan Party is a party but solely to the extent that such restrictions or conditions relate to such Loan Party’s ownership interests in the Equity Interests or assets of such joint venture, partnership or similar arrangement, or (z) identified on Schedule 7.09 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or a Subsidiary pending such sale; provided such restrictions and conditions apply only to the asset or Subsidiary that is to be sold and such sale is permitted hereunder, and (iii) the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to obligations secured by Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such obligations and (B) customary provisions in leases restricting the assignment thereof. In the event a Loan Party incurs any Indebtedness that requires the grant of a Lien to secure obligations thereunder if a Lien is granted to secure another obligation of such Loan Party, at the Obligationstime such Lien is granted to secure any of such Indebtedness, then the relevant Loan Parties and the Administrative Agent, and the Required Lenders, to the extent necessary, will make effective provisions whereby the Obligations contemporaneously will be secured by such Lien, equally and ratably with all such other Indebtedness so secured.

Burdensome Agreements. Enter The Company will not and will not permit any Subsidiary to, enter into or cause, suffer or permit to exist any Contractual Obligation (other than this Agreement or agreement with any other Loan Document) Person that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments Payments, (b) limits the ability of any Subsidiary to either Borrower guarantee the Note Obligations, provided that the foregoing shall not apply to restrictions or conditions imposed under any of the Note Documents or, to the extent no more restrictive than the Note Documents, any document or agreement pertaining to any Indebtedness permitted by Section 10.2(i) or 10.2(k), or (c) restricts the ability of the Company or any Guarantor Subsidiary to create, incur or permit any Lien upon any of its assets, whether now owned or hereafter acquired; provided, that (i) the foregoing shall not apply to otherwise transfer property restrictions or conditions imposed by applicable Law, under any Note Document or, with respect to IRB Property, pursuant to Permitted IRB Financings, or, to the extent no more restrictive than this Agreement, any document or invest in either Borrower agreement pertaining to any Indebtedness permitted by Section 10.2(i) or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary10.2(k), (ii) of any Restricted Subsidiary to Guarantee the Obligations or clause (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iiic) shall not prohibit apply to (A) restrictions or conditions imposed by any negative pledge or other transfer restriction incurred or provided in favor of any holder of agreement relating to secured Indebtedness permitted under Sections 7.02(f) or (g) solely by this Agreement if such restrictions and conditions apply only to assets the extent any such negative pledge or transfer restriction relates to the property acquisition of which was financed by or the subject of such Indebtedness, (B) customary non-assignment provisions restrictions that arise in purchase connection with any Disposition permitted by Section 10.5 and sale relate solely to the assets or exchange agreements or similar operational agreementsPerson subject to such Disposition, or (C) customary provisions in licensesjoint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.6 and applicable solely to such joint venture -45- and its equity entered into in the ordinary course of business, easements(D) customary provisions restricting subletting, leases transfer or other agreementsassignment of any lease, (E) customary provisions in each case commercial contracts entered into in the ordinary course of business and consistent with past practices, which restrict restricting the transfer, assignment or encumbrance transfer thereof, (CF) restrictions on cash or other deposits imposed by Lawcustomers under contracts entered into in the ordinary course of business, (DG) customary provisions in joint venture agreements restricting (i) restrictions regarding licensing or sublicensing by the ability Company or any Subsidiary of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens intellectual property in the equity ordinary course of such joint venture, any holder business and (H) restrictions on xxxx xxxxxxx money deposits in favor of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained sellers in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsconnection with Acquisitions not prohibited hereunder.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement i) the ability of the Reporting Company or any other Loan DocumentParty to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Reporting Company or any other Subsidiary or to guarantee Indebtedness of the Reporting Company or any other Subsidiary; provided that (aA) limits the ability foregoing shall not apply to restrictions and conditions imposed by Law, or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the permitted sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to exist or be incurred hereunder, (D) clause (i) of any Restricted Subsidiary the foregoing shall not apply to make Restricted Payments to either Borrower restrictions or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for conditions imposed by any agreement relating to secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) the foregoing shall not apply to customary encumbrances or restrictions in effect joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement, (AF) on clause (i) of the date hereof and set forth on Schedule 7.09foregoing shall not apply to customary anti-assignment provisions contained in agreements entered into in the ordinary course of business; (Bviii) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, clause (ii) of any Restricted Subsidiary the foregoing shall not apply to Guarantee the Obligations or customary subordination of subrogation, contribution and similar claims contained in Guaranties permitted hereunder, (iiiG) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses clause (i) through (iii) of the foregoing shall not prohibit (A) any negative pledge apply to cash deposits or other transfer restriction incurred deposits imposed by customers under contracts entered into in the ordinary course of business, (H) clause (i) of the foregoing shall not apply to restrictions on the transfer, lease, or provided in favor license of any holder property or asset of Indebtedness permitted under Sections 7.02(f) or (g) solely to any Loan Party in effect on the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case Restatement Date that were entered into in the ordinary course of business and consistent with past practicesnot in contemplation of this Agreement, which restrict the transfer, assignment or encumbrance thereof, and (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (iI) the ability of the joint venture foregoing shall not apply to grant Liens in its assets, make distributions encumbrances or provide guarantees of its equity holders’ obligations, restrictions existing with respect to any Person or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation assets of such Person if a Lien is granted acquired by the Reporting Company or any Subsidiary of the Company in an acquisition permitted hereunder (including, but not limited to, the Pace Acquisition), provided that such encumbrances and restrictions are not applicable to secure any Person or the Obligationsproperty or assets of any Person other than such acquired Person or the property or assets of such acquired Person and were not created in contemplation of this Agreement.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other than this Agreement distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Loan DocumentSubsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Restatement Date and identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) limits of the ability foregoing shall not apply to restrictions or conditions imposed by (ix) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (y) any agreement relating to Indebtedness incurred in effect reliance on Section 7.03(h) (Ato the extent that such restrictions apply only to the Person becoming a Subsidiary of the Company and any of its Subsidiaries that also become Subsidiaries of the Company in the same transaction or series of related transactions) or (z) any agreement relating to Indebtedness incurred in reliance on the date hereof and set forth on Schedule 7.09; Section 7.03(k), (Bo) at the time any Restricted Subsidiary becomes a Restricted Subsidiaryor (p) (in each case, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee permits the Obligations to become secured without further consent or (iii) of a Borrower act by the lenders or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder holders of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtednessthereunder, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsprovided that, in each the case entered into in the ordinary course of business Section 7.03(o), such agreement may require that such Indebtedness be equally and consistent with past practices, ratably secured by any collateral on which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations), (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (vi) the foregoing shall not apply to customary restrictions and conditions imposed by any agreement relating to any agreement relating to Indebtedness incurred in reliance on Section 7.03(m), provided that such latter restrictions and conditions affect only the RD Entities; provided that this Section 7.09 shall not apply (i) to WEX Bank to the extent that any such restriction, prohibition or condition is imposed by a Governmental Authority in connection with the ordinary course of business of WEX Bank or (ii) to the Company or any Subsidiary in connection with any agreements evidencing a Permitted Securitization Transaction, provided that, in the case of this clause (ii), the same extend only to the related Securitization Assets and the Equity Interests of the relevant Permitted Securitization Entity or (iii) to any Permitted Securitization Entity in connection with any agreements evidencing a Permitted Securitization Transaction.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement, the Term Loan Credit Agreement or any other as in effect on the Closing Date, the Senior Notes Indenture as in effect on the Closing Date, agreements governing Term Loan DocumentRefinancing Indebtedness (subject to clause (iii) of Section ‎7.03(b)) and agreements governing Senior Notes Refinancing Indebtedness (subject to clause (iii) of Section 7.03(i)) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or to any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor; provided, except for any agreement in effect however, that this clause (Ai) on the date hereof and set forth on Schedule 7.09; (B) at the time any shall not prohibit a Restricted Subsidiary becomes from entering into customary agreements to maintain a Restricted Subsidiary, so long as such agreement was not entered into solely minimum amount of assets in contemplation of such Person becoming connection with a Restricted SubsidiaryGuarantee permitted under Section 7.03(o), (ii) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower, or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure securing the Obligations; , provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness any Lien permitted under Sections 7.02(f‎7.01(b), ‎(e), ‎(f), ‎(i), ‎(k), ‎(n), ‎(o), ‎(q), ‎(r), ‎(s) or and (gt) solely to the extent any such negative pledge or other restriction on transfer restriction of property relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase Indebtedness and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business proceeds thereof; and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting provided further that clauses (i) the ability of the joint venture to grant Liens in its assets), make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, and (iii) shall not prohibit any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating or instrument entered into in connection with a Contango Credit Facility so long as such limitations apply only to any purchasethe related Contango Subsidiary and its assets and, salein the case of clause (iii), amalgamation or merger permitted hereunder pending the consummation of Equity Interests in such purchase, sale, amalgamation or merger orContango Subsidiary; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsObligations of such Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections Section 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or any restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, easementsjoint venture agreements and similar agreements entered into in the ordinary course of business, leases or other agreements, (C) any restrictions in each case agreements entered into in the ordinary course of business in accordance with customary industry practice; provided further that any such restrictions contained therein relate only to such agreements and consistent with past practicesthat any such restrictions, which restrict individually or in the transferaggregate, assignment or encumbrance thereofshall not materially affect any Loan Party’s ability to pay the Obligations, (C) restrictions imposed by Law, and (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions any restrictions on net worth imposed by customers or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens suppliers under contracts entered into in the equity ordinary course of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, business with customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orindustry practice; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor another Subsidiary or to otherwise transfer property to or invest in either the Borrower or any Guarantoranother Subsidiary, except for Contractual Obligations of the Subsidiaries of the Borrower, solely with respect to limitations on transfers of property and not with respect to limitations on the ability of any agreement in effect Subsidiary to make Restricted Payments, (A) that arise in connection with any Disposition permitted pursuant to Section 7.05 and relate solely to the assets or Person subject to such Disposition, (B) that are customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are subject to Sections 9-407 and 9-408 of the UCC and are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be), (C) that are in effect or committed on the date hereof and set forth on Schedule 7.09; , (BD) at that are customary restrictions on transfer in joint venture agreements and applicable solely to Equity Interests in such joint venture, (E) that are contained in any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.01(h) and 7.01(m), provided in each case that any such restriction relates only to the time assets or property subject to such Lien, and (F) that are set forth in any Restricted Subsidiary becomes a Restricted Subsidiaryagreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the agreements described in clause (C) so long as such agreement was amendment restatement, supplement, modification, extension, renewal or replacement does not entered into solely in contemplation expand the scope of such Person becoming a Restricted Subsidiary, any limitation contained therein; (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower; or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction (x) incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) Section 7.01(m), solely to the extent any such negative pledge or transfer restriction relates only to the property financed by or the subject of such Indebtedness, Indebtedness (Band identifiable proceeds thereof) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or to no other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, assets (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligationsincluding unidentifiable proceeds), or (iiy) the ability as set forth under Section 6.01 of each of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orExisting Term Loan Agreements; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsanother obligation of such Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) limits the ability (i) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments dividends or other distributions to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Loan Party or (iiib) of a Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the ObligationsFacilities and the Obligations under the Loan Documents (after giving effect to the anti-assignment provisions of the UCC, PPSA or similar applicable Laws); provided, however, provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations that: (i) through (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 9.9) are listed on Schedule 9.9 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual - 221 - Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary; (iii) shall represent Indebtedness of a Restricted Subsidiary that is not prohibit a Loan Party that is permitted by Section 9.3; (iv) (A) are customary restrictions that arise in connection with any (x) any Lien permitted by Sections 9.1(a), (l), (s), (t), (w), (x) and (dd) and relate to the property subject to such Lien or (y) Disposition permitted by Section 9.5 applicable pending such Disposition solely to the assets subject to such Disposition; (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2 and applicable solely to such joint venture entered into in the ordinary course of business; (vi) are negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) Section 9.3, but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness and the proceeds and products thereof; (vii) 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; (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Sections 9.3(e), (Bm)(i), (r) customary non-assignment provisions in purchase and sale or exchange agreements (u) to the extent that such restrictions apply only to the property or similar operational agreements, assets securing such Indebtedness or to the Restricted Subsidiary party to such Indebtedness; (ix) are customary provisions in licenses, easements, leases restricting subletting or other agreements, in each case assignment of any lease governing a leasehold interest of any Loan Party or any Restricted Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business business; (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) are restrictions contained in the Existing 2024 Notes Indenture and consistent the Existing 2024 Notes; (xiii) arise in connection with past practices, which restrict the transfer, assignment cash or encumbrance thereof, other deposits permitted under Section 9.1; or (Cxiv) comprise restrictions imposed by Lawany agreement governing Indebtedness entered into after the Closing Date and permitted under Section 9.3 that are, (D) customary provisions taken as a whole, in joint venture agreements restricting (i) the ability good faith judgment of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.Lead Administrative - 222 -

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement i) the ability of the Reporting Company or any other Loan DocumentParty to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Reporting Company or any other Subsidiary or to guarantee Indebtedness of the Reporting Company or any other Subsidiary; provided that (aA) limits the ability foregoing shall not apply to restrictions and conditions imposed by Law, by any Loan Document or by the Existing Credit Agreement, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the permitted sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to exist or be incurred hereunder, (D) clause (i) of any Restricted Subsidiary the foregoing shall not apply to make Restricted Payments to either Borrower restrictions or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for conditions imposed by any agreement relating to secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) the foregoing shall not apply to customary encumbrances or restrictions in effect joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement, (AF) on clause (i) of the date hereof and set forth on Schedule 7.09foregoing shall not apply to customary anti-assignment provisions contained in agreements entered into in the ordinary course of business; (Bviii) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, clause (ii) of any Restricted Subsidiary the foregoing shall not apply to Guarantee the Obligations or customary subordination of subrogation, contribution and similar claims contained in Guaranties permitted hereunder, (iiiG) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses clause (i) through (iii) of the foregoing shall not prohibit (A) any negative pledge apply to cash deposits or other transfer restriction incurred deposits imposed by customers under contracts entered into in the ordinary course of business, (H) clause (i) of the foregoing shall not apply to restrictions on the transfer, lease, or provided in favor license of any holder property or asset of Indebtedness permitted under Sections 7.02(f) or (g) solely to any Loan Party in effect on the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case Effective Date that were entered into in the ordinary course of business and consistent with past practicesnot in contemplation of this Agreement, which restrict the transfer, assignment or encumbrance thereof, and (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (iI) the ability of the joint venture foregoing shall not apply to grant Liens in its assets, make distributions encumbrances or provide guarantees of its equity holders’ obligations, restrictions existing with respect to any Person or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation assets of such Person if a Lien is granted acquired by the Reporting Company or any Subsidiary of the Company in an acquisition permitted hereunder (including, but not limited to, the Perry Acquisition), provided that such encumbrances and restrictions are not applicable to secure any Person or the Obligationsproperty or assets of any Person other than such acquired Person or the property or assets of such acquired Person and were not created in contemplation of this Agreement.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.02(g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that the foregoing shall not apply to Contractual Obligations that (1) represent Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 7.03, (2) are customary restrictions that arise in connection with any Disposition permitted by Section 7.05, (3) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture, (4) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to the property financed by or secured by such Indebtedness (and excluding in any event any Indebtedness junior to the Obligations) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, and (5) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for (i) any agreement in effect (A) on the date hereof Closing Date and set forth described on Schedule 7.09; 7.09 (Bas amended, so long as such restrictions are not expanded in scope), (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of Parent, or any agreement assumed in connection with the acquisition of assets from any Person, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Parent or of the acquisition of assets from such Person, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) any agreement representing Indebtedness of a Subsidiary of Parent which is not a Loan Party and which Indebtedness is permitted by Section 7.03, (iv) any agreement in connection with a Disposition permitted by Section 7.05 or, any disposition not constituting a Disposition, (v) customary provisions (1) in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 7.02, and (2) in partnership agreements, limited liability company agreements and other similar agreements that restrict the transfer of ownership interests in the relevant partnership, limited liability company or other person, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary net worth provisions contained in real property leases entered into by Parent, the Borrower or any their respective Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Parent, the Borrower and the Subsidiaries to meet their ongoing payment obligations under the Loan Documents, (viii) any customary or commercially reasonable restrictions of IP Rights contained in licenses or sublicenses (or other grants of rights to use or exploit), (ix) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (x) customary or reasonable restrictions contained in any agreements or instruments governing (A) Indebtedness permitted pursuant to Section 7.03(m), (B) Incremental Equivalent Debt and (C) Indebtedness permitted pursuant to Section 7.03 (to the extent applicable only to the Foreign Subsidiaries obligated with respect to such Indebtedness), and, in each case, any Permitted Refinancing thereof (or successive Permitted Refinancings thereof), (xi) restrictions contained in agreements and instruments governing Indebtedness permitted pursuant to Section 7.03 to the extent not materially more restrictive, taken as a whole, to the Borrower and its Subsidiaries than the covenants contained in this Agreement and the other Loan Documents (as reasonably determined by the Borrower, which determination shall be conclusive), (xii) any agreement relating to Indebtedness incurred pursuant to Sections 7.03(e), (xiii) solely to the extent that such restrictions relate to the Subsidiary being acquired or incurring such Indebtedness restrictions contained in Indebtedness permitted pursuant to Section 7.03(k), (xiv) restrictions imposed by reason of applicable Law, and (xv) any amendments, modifications, restatements, renewal, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xiv); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower not materially more restrictive with respect to such Restricted Payment restrictions than those contained in the Restricted Payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (b) of Parent, the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the Obligations; provided, however, that clauses Facilities and the Obligations or under the Loan Documents except for (i) through any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at the time any Subsidiary becomes a Subsidiary of Parent, or any agreement assumed in connection with the acquisition of assets from any Person, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Parent or of the acquisition of assets from such Person and applies solely to such Subsidiary or to such acquired assets, (iii) shall not prohibit customary restrictions that arise in connection with (Ax) any Lien permitted by Section 7.01 on any asset or property that is not, and is not required to be, Collateral that relates to the property subject to such Lien or (y) any Disposition permitted by Sections 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (iv) negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) 7.03(e), but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness and proceeds and products thereof (including property which is cross-collateralized pursuant to the proviso to such clause), (Bv) restrictions imposed by (1) any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness and proceeds and products thereof or (2) any agreements and instruments governing Indebtedness permitted pursuant to Section 7.03 to the extent not materially more restrictive, taken as a whole, to Parent and its Subsidiaries than the covenants contained in this Agreement and the other Loan Documents (as reasonably determined by the Borrower, which determination shall be conclusive), (vi) customary non-assignment or commercially reasonable restrictions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (vii) customary net worth provisions contained in purchase real property leases entered into by Parent, the Borrower or any their respective Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Parent, the Borrower and sale their respective Subsidiaries to meet their ongoing obligations, (viii) restrictions arising in connection with cash or exchange agreements other deposits permitted under Sections 7.01 or similar operational agreements7.02 and limited to such cash or deposit, or (ix) customary provisions in licenses, easements, leases or other agreements, in each case restricting assignment of any agreement entered into in the ordinary course of business business, (x) customary and consistent with past practicesreasonable provisions restricting the subletting or assignment of any lease governing a leasehold interest, which (xi) customary and reasonable provisions (1) in joint venture agreements and other similar agreements applicable to joint ventures, and (2) in partnership agreements, limited liability company agreements and other similar agreements that restrict the transfertransfer of ownership interests in the relevant partnership, assignment limited liability company or encumbrance thereofother person, (Cxii) Indebtedness permitted pursuant to Section 7.03 incurred by Foreign Subsidiaries (to the extent applicable only to the Foreign Subsidiaries obligated with respect to such Indebtedness), (xiii) restrictions imposed by applicable Law, (Dxiv) customary provisions restrictions contained in joint venture agreements restricting Indebtedness permitted pursuant to Section 7.03(f) or (l), to the extent relating to the Subsidiary incurring such Indebtedness or party to such agreement and its Subsidiaries; provided that such restrictions do not restrict the Liens securing the Obligations as contemplated by the Loan Documents or the senior-priority status thereof and (xv) any amendments, modifications, restatements, renewal, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xiv); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ability good faith judgment of the joint venture Borrower not materially more restrictive with respect to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens such Lien restrictions than those contained in the equity of Lien restrictions prior to such joint ventureamendment, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto andmodification, customary restrictions and conditions contained in any agreement relating to any purchaserestatement, salerenewal, amalgamation increase, supplement, refunding, replacement or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.refinancing. 128

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or and any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to the Borrower; provided, however, that this clause (i) shall not prohibit (A) customary provisions restricting subletting or invest in either assignment of any leases of the Borrower or any Guarantor, except for Subsidiary or provisions in agreements restricting the assignment of such agreement or any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; rights thereunder or (B) at any temporary encumbrance or restrictions with respect to a Subsidiary under an agreement that has been entered into for the time any Restricted Subsidiary becomes a Restricted disposition of all or substantially all of the equity interests or assets of such Subsidiary, so long as provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiarydisposition is otherwise permitted under this Agreement, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.03(d) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase Indebtedness and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in shall not prohibit the ordinary course grant of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien otherwise permitted by under Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or7.01; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this subsection (b) shall not prohibit the Obligationsgrant of Liens otherwise permitted under Section 7.01. This Section 7.09 shall not apply to Forethought Insurance Company to the extent prohibited by Law.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any a Restricted Subsidiary to make Restricted Payments to either the Lead Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLead Borrower, (ii) of any a Restricted Subsidiary to become a Borrower hereunder or Guarantee the Obligations Indebtedness of the Borrowers or (iii) of a the Lead Borrower or any a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (Ax) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) Section 6.01 or (g6.03(d) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (By) customary non-assignment provisions restrictions contained in purchase and leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or exchange agreements prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or similar operational agreements, or assets securing such Indebtedness; (c) customary provisions in licenses, easements, leases restricting subletting or other agreements, in each case assignment of Contractual Obligations entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger orbusiness; or (bd) requires restrictions set forth in the grant of a Lien June 2011 Notes and any Indebtedness to secure an obligation of such Person if a Lien is granted be repaid pursuant to secure the ObligationsRefinancing on the Closing Date.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any Borrower or any Restricted Subsidiary to (i) to act as a Loan Party or (ii) create, incur, or permit to exist any Contractual Obligation (other than this Agreement Lien or any other Loan Documentof its property or assets; or (b) that (a) limits encumbers or restricts the ability (i) of any Restricted Subsidiary to (i) make Restricted Payments Payments, (ii) pay any Indebtedness or other obligation owed to either Borrower the Company or any Guarantor Restricted Subsidiary, (iii) make loans or advances to otherwise the Company or any Restricted Subsidiary, (iv) to Guarantee Indebtedness of the Company or any Restricted Subsidiary, or (v) sell, lease or transfer any of its property to or invest in either Borrower the Company or any Guarantor, except for any agreement in effect other Restricted Subsidiary; provided that (A) on the date hereof foregoing shall not apply to restrictions and set forth on Schedule 7.09; conditions imposed by law, Permitted Encumbrances, any Subordinated Debt, the documents governing any Indebtedness permitted to be incurred pursuant to Section 7.02(h), or by this Agreement, (B) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any assets pending such sale, provided such restrictions and conditions apply only to the assets or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (D) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (F) the foregoing shall not apply to restrictions and conditions that are binding on a Restricted Subsidiary at the time any such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreement was restrictions were not entered into solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect ; or (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iib) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lender with respect to secure the Obligations; provided, however, that clauses Term Facilities and the Obligations or under the Loan Documents except for (i) through customary restrictions that arise in connection with (iii) shall not prohibit (Ax) any Lien permitted by Section 7.01 on any asset or property that is not, and is not required to be, Collateral that relates to the property subject to such Lien or (y) any Disposition permitted by Sections 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (ii) negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) 7.03(g), but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such IndebtednessIndebtedness and proceeds and products thereof, (Biii) customary non-assignment provisions restrictions in purchase and sale or exchange agreements or similar operational agreementsleases, or customary provisions in subleases, licenses, easementssublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, leases (iv) customary or other agreements, reasonable restrictions contained in agreements and instruments relating to the ABL Credit Agreement; provided that in each case entered into that such restrictions do not restrict the Liens securing the Obligations or the senior priority status thereof (except as set forth in the ordinary course of business ABL Intercreditor Agreement), and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (Cv) restrictions imposed by Law, arising (D1) customary provisions in joint venture agreements restricting (i) the ability of the joint venture connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to grant Liens in its assets, make distributions such cash or provide guarantees of its equity holders’ obligationsdeposit, or (ii2) in respect of cash collateral so long as the ability of the joint venture partners to grant Liens Lien in the equity respect of such joint venture, any holder of a Lien cash collateral is permitted by hereunder. Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.7.10

Burdensome Agreements. Enter No Borrower shall, nor shall any Borrower permit any of its Domestic Subsidiaries to, directly or indirectly enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge agreement or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) arrangement limiting the ability of the joint venture any of such Subsidiaries to grant Liens declare or pay dividends or other distributions in respect of its assetsEquity Interests or repay or prepay any Debt owed to, make distributions loans or provide guarantees of its equity holders’ obligationsadvances to, or otherwise transfer assets to or invest in, LS&Co or any of such Subsidiaries (iiwhether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the ability Loan Documents, (b) restrictions on the declaration or payment or other distributions in respect of such Equity Interests contained in documentation for any Capital Markets Transaction permitted under Section 7.15(a)(ii) provided such restrictions do not prohibit any actions expressly permitted hereunder, (c) restrictions on the foregoing (other than restrictions of the joint venture partners type set forth in clause (b)), if any, contained in documentation for any Capital Markets Transaction permitted under Section 7.15(a)(ii) provided that any such restrictions shall be deemed to grant Liens be included herein as if set forth in the equity of such joint venturethis Agreement, any holder of a Lien permitted by Section 7.01 restricting (d) restrictions on the transfer of the property subject thereto andto Equipment Financing Transactions permitted under Section 7.15(c)(viii), customary Real Estate Financing Transactions permitted under Section 7.15(c)(vii) and Dispositions of accounts receivable permitted under Section 7.17(d), (e) restrictions placed on the transfer by a Subsidiary of IP Rights granted by LS&Co in connection with the terms of licenses between LS&Co and conditions any of its Subsidiaries relating to such IP Rights, (f) restrictions required to be placed on the transfer of property pursuant to a Lien permitted under Section 7.13, and (g) restrictions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure documentation for an obligation of such Person if a Lien is granted to secure the ObligationsIP Facility.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any a Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryBorrower, (ii) of any a Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Borrower or (iii) of a the Borrower or any a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, provided that clauses (i) through this clause (iii) shall not prohibit (Ax) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) Section 6.01 or (g6.03(d) solely to the extent any such negative 109 pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, Indebtedness or (By) customary non-assignment provisions restrictions contained in purchase and leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or exchange agreements prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or similar operational agreements, or assets securing such Indebtedness; (c) customary provisions in licenses, easements, leases restricting subletting or other agreements, in each case assignment of Contractual Obligations entered into in the ordinary course of business business; (d) restrictions set forth in the Senior Notes and consistent with past practicesany Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restrict restriction is not applicable to any Person other than the transferacquired Subsidiary, assignment or encumbrance thereofthe properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (Ch) restrictions imposed by Law, (D) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements restricting (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) the ability of the joint venture to grant Liens in its assets, make distributions customary restrictions on cash or provide guarantees of its equity holders’ obligations, other deposits or (ii) the ability of the joint venture partners to grant Liens net worth imposed by customers or government authorities under contracts or other agreements entered into in the equity ordinary course of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsbusiness.

Burdensome Agreements. Enter into into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other than this Agreement distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Loan DocumentSubsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Second Restatement Date and identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) limits of the ability foregoing shall not apply to restrictions or conditions imposed by (ix) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (y) any agreement relating to Indebtedness incurred in effect reliance on Section 7.03(h) (Ato the extent that such restrictions apply only to the Person becoming a Subsidiary of the Company and any of its Subsidiaries that also become Subsidiaries of the Company in the same transaction or series of related transactions) or (z) any agreement relating to Indebtedness incurred in reliance on the date hereof and set forth on Schedule 7.09; Section 7.03(k), (Bo) at the time any Restricted Subsidiary becomes a Restricted Subsidiaryor (q) (in each case, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee permits the Obligations to become secured without further consent or (iii) of a Borrower act by the lenders or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder holders of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtednessthereunder, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsprovided that, in each the case entered into in the ordinary course of business Section 7.03(o), such agreement may require that such Indebtedness be equally and consistent with past practices, ratably secured by any collateral on which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.), (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (vi) the foregoing shall not apply to customary restrictions and conditions imposed by any agreement relating to any agreement relating to Indebtedness incurred in reliance on Section 7.03(m), provided that such latter restrictions and conditions affect only the RD Entities; provided that this Section 7.09 shall not apply (i) to WEX Bank to the extent that any such restriction, prohibition or condition is imposed by a Governmental Authority in connection with the ordinary course of business of WEX Bank or (ii) to the Company or any Subsidiary in connection with any agreements evidencing a Permitted Securitization Transaction or Permitted Factoring Transaction, provided that, in the case of this clause (ii), the same extend only to the related Securitization Assets and the Equity Interests of the relevant Permitted Securitization Entity or (iii) to any Permitted Securitization Entity in connection with any agreements evidencing a Permitted Securitization Transaction. BOI-39221v8

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (ia) of any Restricted Subsidiary of the Borrower to make Restricted Payments to either the Borrower or any Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for (i) any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; Effective Date, (Bii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) any agreement representing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) any agreement in connection with a Disposition permitted by Section 7.05, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business or (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (b) of the Borrower or any Restricted Subsidiary Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on Collateral property of such Person for the benefit of the Lenders with respect to secure the Obligations; provided, however, that clauses Facilities and the Obligations or under the Loan Documents except for (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.03(b)(v) or (g) but solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (Bii) customary non-assignment provisions restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (iii) customary restrictions contained in purchase the Senior Notes, Specified Refinancing Debt and sale Permitted Ratio Debt (provided that such restrictions do not restrict the Liens securing the Obligations or exchange agreements the first priority status thereof), (iv) restrictions arising in connection with cash or similar operational agreementsother deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, or (v) customary provisions in licenses, easements, leases or other agreements, in each case restricting assignment of any agreement entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsbusiness.

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) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower any Loan Party or (b) any GuarantorLoan Party to create, except for incur, assume or suffer to exist Liens in favor of the Administrative Agent on any Collateral that is required by the terms of any Loan Document to secure the Obligations; provided that the foregoing shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restrictions that are contained in effect such Contractual Obligation, (Aii) are binding on the date hereof and set forth on Schedule 7.09; (B) a Restricted Subsidiary at the time any such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreement was Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) arise in connection with any Disposition permitted by Section 7.05, (iv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of a Borrower or any Restricted Subsidiary to createbusiness, incur, assume or suffer to exist (v) are negative pledges and restrictions on Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.03, (vi) are customary restrictions in leases, subleases, licenses or (g) solely asset sale agreements 81 otherwise permitted hereby so long as such restrictions may relate to the extent assets subject thereto, (vii) are customary provisions restricting subletting or assignment of any such negative pledge lease governing a leasehold interest, (viii) are customary provisions restricting assignment or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case any agreement entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofbusiness, (Cix) are on cash, other deposits or net worth or similar restrictions imposed by LawPersons under contracts entered into in the ordinary course of business, (Dx) customary provisions are contained in joint venture agreements restricting any employment, compensation or separation agreement or arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, (ixi) the ability arising in any Hedge Agreement and/or any agreement relating to any Cash Management Obligation or obligations of the joint venture type referred to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, Section 7.02(j) or (iixii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained are set forth in any agreement relating to any purchase, sale, amalgamation Permitted Lien that limit the right of the Borrower or merger permitted hereunder pending any Restricted Subsidiary to Dispose of or encumber the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsassets subject thereto. Section 7.10.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) that limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either the Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantorthe Borrower; provided, except for any agreement in effect that the foregoing shall not apply to (i) restrictions and conditions (A) imposed by law or by any Loan Document, (B) existing on the date hereof and set forth identified on Schedule 7.09; 7.01 (Bbut shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) at contained in agreements relating to a Disposition to a Person who is not an Affiliate of the time MLP or any Restricted Subsidiaries pending such Disposition, provided such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (D) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof, (b) that limits the ability of the MLP or any Restricted Subsidiary becomes (other than a Restricted SubsidiaryForeign Subsidiary that is not required to deliver a Guaranty pursuant to Section 6.14) to guaranty the Obligations, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iiic) that limits the ability of a the MLP, the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the Obligations; provided, however, that except to the extent such Liens are not required by clauses (i) through (iiivi) of Section 6.16(a), provided, however, that this clause (c) shall not prohibit (A) any a negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fSection 7.04(e) or (gSection 7.04(g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (bd) that requires the grant of a Lien to secure an obligation of such Person a Loan Party if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any Borrower or any Restricted Subsidiary to (i) to act as a Loan Party or (ii) create, incur, or permit to exist any Contractual Obligation Lien on any of its property or assets; or (other than this Agreement b) encumbers or any other Loan Document) that (a) limits restricts the ability (i) of any Restricted Subsidiary to (i) make Restricted Payments Payments, (ii) pay any Indebtedness or other obligation owed to either Borrower the Company or any Guarantor Restricted Subsidiary, (iii) make loans or advances to otherwise the Company or any Restricted Subsidiary, (iv) to Guarantee Indebtedness of the Company or any Restricted Subsidiary, or (v) sell, lease or transfer any of its property to or invest in either Borrower the Company or any Guarantor, except for any agreement in effect other Restricted Subsidiary; provided that (A) on the date hereof foregoing shall not apply to restrictions and set forth on Schedule 7.09; conditions imposed by law, Permitted Encumbrances, any Subordinated Debt, the documents governing any Indebtedness permitted to be incurred pursuant to Section 7.02(h), or by this Agreement, (B) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any assets pending such sale, provided such restrictions and conditions apply only to the assets or Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (D) clause (a) of the foregoing 130 shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Permitted Securitization Transactions permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or transferred or financed by any such securitization arrangement, (E) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (F) the foregoing shall not apply to restrictions and conditions that are binding on a Restricted Subsidiary at the time any such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreement was restrictions were not entered into solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses (i) through (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (g) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter It will not, and will not permit any of its Subsidiaries to, enter into or permit suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that (a) limits the ability (i) of any Restricted Obligor to create, incur, assume or suffer to exist any 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 Guarantor, its obligations under the Guarantee and Security Agreement, or (ii) of any Subsidiary to make Restricted Payments to either any Borrower or any Guarantor or to otherwise transfer property to or invest in either any Borrower or any Guarantor, except for any agreement in effect other than (A) on this Agreement and the date hereof and set forth on Schedule 7.09; other Loan Documents, (B) any agreements governing Finance Subsidiary Debt and, in the case of clause (i) above only, purchase money Liens (or any permitted refinancing in respect thereof) or Finance 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), (C) any such agreement in [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. effect at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of KCMH, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of KCMH; (D) any such agreement imposed or required by or otherwise entered into with any applicable Governmental Authority, (iiE) any agreement in respect of any Restricted Subsidiary to Guarantee the Obligations Indebtedness outstanding under Section 6.02(a)(vii) or (iiiviii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; provided, however, that clauses and (i) through (iii) shall not prohibit (AF) any negative pledge or other transfer restriction incurred or provided agreement in favor of any holder respect of Indebtedness permitted to be outstanding under Sections 7.02(f) or (g) solely to the extent any this Agreement, provided such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreementsrestrictions do not, in each case entered into the good faith judgment of KCMH, impair in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) any material respect the ability of the joint venture Borrowers hereunder to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) comply with their payment obligations under the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the ObligationsLoan Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower the Company or any Subsidiary Guarantor or to otherwise transfer property to or invest in either Borrower the Company or any Subsidiary Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations Indebtedness of the Company or (iii) of a Borrower the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure for the Obligationsbenefit of the Secured Parties; provided, however, that clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.02(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided further, this Section 7.09 shall not prohibit or apply to: (i) restrictions and conditions imposed by Law, (ii) customary restrictions and conditions contained in agreements relating to the ObligationsDisposition of a Subsidiary or any assets pending such Disposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be Disposed of and such Disposition is permitted hereunder, (iii) customary provisions in leases, licenses and other contracts restricting the assignment, pledge, sublease, mortgage or other Lien, as the case may be, thereof, (iv) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness, (v) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrowers or any other Subsidiary, or (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document or any other Term Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.1, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower to, or any Guarantor or to otherwise transfer property to or invest in either the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; , (B) at the time any Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower or (c) relating to Indebtedness permitted to be incurred under Sections 7.2(f), (h) or (to the extent not more restrictive than the similar provisions in this Agreement), (i), (ii) of any Restricted Subsidiary to Guarantee the Obligations or Indebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit (A) provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.2, (B) (iii) of a the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) shall not prohibit (AT) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (U) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (gSection 7.2(e) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (BV) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts, (W) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofof the assets subject thereto, (C) restrictions imposed by Law, (DX) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary or license or sublicense of a Restricted Subsidiary (other than any lease with the PBF Energy Company Group); (iv) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in joint venture agreements restricting the ordinary course of business (i) other than the ability Material Contracts to the extent in a manner that would have an adverse effect on the rights of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens Secured Parties in the equity of such joint venture, Collateral); (Y) any holder of a Lien permitted by Section 7.01 7.1 restricting the transfer of the property subject thereto and, thereto; (Z) customary restrictions and conditions contained in any agreement relating to the sale of any purchase, sale, amalgamation or merger property permitted hereunder under Section 7.5 pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) or Organization Document (other than the Organization Documents as in effect on the Closing Date of RTR Funding, Rewards Network Canada LP, an Ontario limited partnership, or Rewards Network Canada GP Corp., an unlimited liability company existing under the laws of Nova Scotia) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to either Borrower or any Guarantor or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Indebtedness of Borrower, (iii) of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure the ObligationsPerson; provided, however, that clauses (i) through this clause (iii) (v) shall not apply to restrictions and conditions imposed by law, (w) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold, (x) shall not apply to customary provisions in leases, license agreements and other contracts restricting the assignment thereof, (y) shall not apply to limitations or restrictions imposed on a Subsidiary that is a joint venture in the related joint venture agreement or any other Organization Document thereof, and (z) shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of secured Indebtedness permitted under Sections 7.02(fSection 7.03(b) or (gc) solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof, (C) restrictions imposed by Law, (D) customary provisions in joint venture agreements restricting (i) the ability of the joint venture to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or (ii) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger or; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligationsanother obligation of such Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan DocumentDocument and except in the case of restrictions and conditions imposed by Law) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to either Borrower or any Guarantor Loan Party or to otherwise transfer property to or invest in either Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09; (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted SubsidiaryLoan Party, (ii) of any Restricted Subsidiary to Guarantee the Obligations or Obligations, (iii) of any Subsidiary to make or repay loans to a Borrower Loan Party, or (iv) of the Loan Parties or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral property of such Person to secure in favor of the ObligationsCollateral Agent; provided, however, that clauses (i) through (iii) the foregoing shall not prohibit (A) any negative pledge or other transfer restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.02(fclauses (c) or (gf) of the definition of Permitted Indebtedness solely to the extent any such negative pledge or transfer restriction relates to the property financed by or the subject of such Indebtedness, ; (B) customary nonanti-assignment provisions in purchase and sale contracts restricting the assignment thereof or exchange agreements in contracts for the Disposition of any assets or similar operational agreementsany Subsidiary, provided that the restrictions in any such contract shall apply only to the assets or customary provisions in licenses, easements, leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or encumbrance thereofSubsidiary that is to be Disposed of, (C) restrictions imposed by Law, provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements restricting and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder; (iE) customary restrictions arising under licenses and other contracts entered into in the ability ordinary course of business; or (F) customary restrictions in Permitted Indebtedness of the joint venture type referred to grant Liens in its assets, make distributions or provide guarantees of its equity holders’ obligations, or clause (iim) the ability of the joint venture partners to grant Liens in the equity of such joint venture, any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto and, customary restrictions and conditions contained in any agreement relating to any purchase, sale, amalgamation or merger permitted hereunder pending the consummation of such purchase, sale, amalgamation or merger ordefinition thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Person, which Lien is granted required to secure be pari passu or superior to the ObligationsLien of the Collateral Agent.