Common use of Burdensome Agreements Clause in Contracts

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (ai) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Parent, the Borrower or any Loan Party Guarantor (or, following the Investment Grade Release, any Wholly Owned Subsidiary of the Borrower that is a Direct Owner or Indirect Owner of an Unencumbered Eligible Property) or to otherwise transfer any Unencumbered Eligible Property, or any income therefrom or proceeds thereof, to the Parent, the Borrower or any Subsidiary, (ii) the Parent or any Subsidiary of the Borrower that is an Unencumbered Property Subsidiary to Guarantee any Obligations or (biii) the Parent, any Loan Party Subsidiary of the Borrower that is an Unencumbered Property Subsidiary, any Controlled Joint Venture or any Controlled Venture Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit any Unencumbered Eligible Property, any Equity Interest of the Lenders with respect to Borrower owned by the Facilities and Parent, any Equity Interest of any Unencumbered Property Subsidiary, any Equity Interest of any Controlled Joint Venture owned by a Joint Venture Partner, any Equity Interest of any Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property, or any income from or proceeds of any of the Obligations or under the Financing Agreementsforegoing; provided provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which clause (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) above shall not apply to Contractual Obligations that are binding prohibit customary limitations on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, Payments or Negative Pledges (iiiA) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Secured Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby of a Subsidiary so long as (1) such restrictions relate to Subsidiary is not an Unencumbered Property Subsidiary, a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property or a Controlled Joint Venture that owns a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property and (2) such Secured Indebtedness is permitted under Sections 7.03 and 7.11, (B) contained in (1) any agreement in connection with a Disposition permitted by Section 7.05 (provided that such limitation shall only be effective against the assets or Subsidiary property that are the subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (fof such Disposition) or (t2) and to the extent that such restrictions apply only to the property constituent documents of, or assets securing such Indebtedness joint venture agreements or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement other similar agreements entered into in the ordinary course of businessbusiness that are applicable solely to, a non-Wholly Owned Subsidiary that is not a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property or a Controlled Joint Venture that owns a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property, (xiC) are arising by virtue of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbusiness so long as such restrictions do not apply to any Subsidiary that is an Unencumbered Property Subsidiary, a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property or a Controlled Joint Venture that owns a Controlled Joint Venture Subsidiary that owns an Unencumbered Eligible Property and (xiiD) are customary restrictions contained in the ABL Credit Agreement and, in each case, any that constitute Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositPari Passu Encumbrances.

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

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

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

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

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

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

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

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

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

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of the Subsidiaries to, and each Project Guarantor shall take all Relevant Member Action, subject to the proviso at the end of Article VII, to cause each Project Company not to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor or any Project Company to make Restricted Payments to the Borrower or any Loan Party Project Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Agents and/or Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that (I) with respect to such limitations on the Project Guarantors and Project Companies, the foregoing clauses (a) and (b), and with respect to the limitations on the Borrower set forth in the foregoing clause (b) as it pertains to the Equity Interests that Borrower holds in any Loan Party, shall not not, in each case, apply to Contractual Obligations imposed on such parties under the Project Company Operating Agreements or Project Company Guarantees in each case in effect on the Closing Date and (II) with respect to the limitations on the Operating Guarantors and Other Subsidiaries, the foregoing clauses (a) and (b), and with respect to the limitations on the Borrower, the foregoing clause (a), shall not, in each case, apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation7.09 hereto, (ii) are binding on a Restricted Subsidiary that becomes a Subsidiary after the Closing Date at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted an Other Subsidiary of a Borrower which is not a Loan Party incurred after the Closing Date which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) with respect to clause (b) only, arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, but in each case, not the proceeds of such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03(2) but solely to the extent any negative pledge and restriction relates to the property financed by such IndebtednessIndebtedness after the Closing Date, (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject theretothereto after the Closing Date, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(2)(e) or (t2)(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted such Subsidiary, (xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiixi) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementCredit Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower Company that is not a Guarantor to make Restricted Payments to Company or any Loan Party Guarantor or (b) Company or any Loan other Credit Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsCredit Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.96.9) are listed on Schedule 10.9 6.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerCompany, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Company, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely 6.5 to the assets or Person subject extent such Contractual Obligations are in effect prior to the consummation of such Disposition, ; (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 6.2 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f6.3(e) or (t6.3(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 6.3(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower Company or any Restricted Subsidiary, (xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xiixi) are customary restrictions contained in the ABL Credit Agreement and, in each case, required by any Permitted Refinancing thereof applicable Education Laws or (xiii) arise in connection with cash or any other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositapplicable laws.

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments Payments, intercompany loans or other advances to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e) or 7.03(g), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or depositdeposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

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

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

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

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

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

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

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

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

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

Burdensome Agreements. Enter The Lead Borrower shall not, nor shall the Lead Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of prohibits (a) any Restricted Subsidiary of a the Lead Borrower that is not a Guarantor to make Restricted Payments to the Borrowers or any Loan Party Guarantor or to make or repay intercompany loans and advances to the Borrowers or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.08) are listed on Schedule 10.9 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Lead Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Lead Borrower; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness or any other obligations of a Restricted Subsidiary of a the Lead Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with (x) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 Sections 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) 7.03 and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Lead Borrower or any Restricted SubsidiarySubsidiary or the assignment of any license or sublicense agreement, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (xii) are customary restrictions contained created in connection with any Qualified Securitization Facility that in the ABL Credit Agreement andgood faith determination of the Lead Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to the Securitization Assets subject thereto, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or depositdeposit and (xiv) are customary restrictions contained in any Junior Financing Documentation or any Permitted Refinancing thereof.

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

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

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

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

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document and Permitted Pari Passu Provisions) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any the Borrower or a Loan Party or Party, (b) any Loan Party Subsidiary to Guarantee the Obligations, (c) the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on any Borrowing Base Assets or any Collateral or (d) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations Borrower or under the Financing Agreements; provided a Loan Party, provided, that the foregoing (i) clauses (a) and (bd) above shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in prohibit any agreement evidencing any permitted modification, replacement, renewal, extension Negative Pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but Secured Debt or the lessor of a Capital Lease, in each case, with respect to any Real Property Asset or other asset that is neither Collateral nor a Borrowing Base Asset solely to the extent any negative pledge such Negative Pledge relates to the property Real Property Asset or other asset financed by or the subject of such Secured Debt or Capital Lease, as applicable, or securing such Indebtedness, (viiii) are customary restrictions on leases, subleases, licenses clause (d) above shall not prohibit any agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or asset more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets or stock sale agreements otherwise permitted hereby the encumbrance of specific assets so long as such restrictions relate to conditions are no more restrictive than the conditions in this Agreement, (iii) clause (d) above shall not prohibit any Negative Pledge contained in any agreement in connection with a Disposition not prohibited by this Agreement (provided that such limitation shall only be effective against the assets or Subsidiary property that are the subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cof Disposition), (fiv) or clauses (ta) and (d) above shall not apply to customary limitations on Restricted Payments contained in the extent that such restrictions apply only to the property constituent documents of, or assets securing such Indebtedness joint venture agreements or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement other similar agreements entered into in the ordinary course of businessbusiness that are applicable solely to Subsidiaries that are not Wholly-Owned Subsidiaries, and (xiv) are restrictions on cash clauses (a) and (d) above shall not apply to any encumbrance or other deposits imposed by customers under contracts restriction consisting of customary non-assignment provisions in agreements entered into in the ordinary course of businesscourse, (xii) are customary restrictions contained other than any agreement affecting, relating to, or entered into in the ABL Credit Agreement and, in each caseconnection with, any Permitted Refinancing thereof Borrowing Base Asset or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositany Collateral.

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

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

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) of any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary Guarantor, (b) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Company or (c) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsPerson; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, venture entered into in the ordinary course of business; (viii) represent or entered into in connection with Indebtedness of Subsidiaries that are negative pledges not Loan Parties and restrictions on Liens Indebtedness of Loan Parties acquired after the date hereof (but only Contractual Obligations relating to such new Loan Party and its Subsidiaries and not incurred in favor contemplation of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, acquisition); (viiiii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary entities sold subject thereto, ; (viiiiv) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and 7.03 to the extent that such restrictions apply only to the property or assets securing securing, or the subject of, such Indebtedness or or, applicable, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ; (ixv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower the Company or any Restricted Subsidiary, ; (xvi) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, business and not otherwise prohibited hereunder; (xivii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and not otherwise prohibited hereunder; and (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiiviii) arise in connection with cash or other deposits a Disposition otherwise permitted under Sections 10.1 and 10.2 and limited Section 7.04 or 7.05, but solely with respect to such cash or depositthe assets to be sold.

Burdensome Agreements. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement or any other Financing Agreementa) that limits the ability of (a) any Restricted Subsidiary Credit Party or any of a Borrower that is not a Guarantor their respective Subsidiaries to make Restricted Payments create, incur or permit to exist any Loan Party Lien upon any of their respective property or assets, or (b) the ability of any Loan Party Subsidiary to create, incur, assume pay dividends or suffer to exist Liens on property of such Person for the benefit of the Lenders other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Facilities and Borrower or any other Subsidiary or to Guarantee Indebtedness of the Obligations Borrower or under the Financing Agreementsany other Subsidiary; provided that (i) the foregoing clauses shall not apply to restrictions and conditions imposed by Applicable Law or by any Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 8.4 (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 specific property (including the sale of a Subsidiary) not prohibited under this Agreement pending such sale, provided such restrictions and conditions apply only to the specific property that is to be sold and such sale is permitted hereunder and (iv) the foregoing clause (a) and (b) shall not apply to Contractual Obligations which (i1) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension restrictions or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix2) customary provisions in leases and other contracts restricting the assignment thereof, (3) without limiting any obligations of any Credit Party or Subsidiary under Section 7.11, contractual obligations that are binding on a Credit Party or a Subsidiary thereof at the time such Credit Party becomes a Credit Party or such Subsidiary first becomes a Subsidiary, so long as such contractual obligation was not entered into in contemplation of such Person becoming a Credit Party or Subsidiary thereof; (4) restrictions by reason of customary provisions restricting assignments, subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryother transfers contained in leases, (x) are customary provisions restricting assignment of any agreement licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (xi5) are restrictions on cash or other deposits imposed by customers under contracts entered into in related to secured Indebtedness otherwise permitted to be incurred hereunder that limit the ordinary course right of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof obligor to dispose of the assets securing such Indebtedness or (xiii6) arise contractual obligations that prohibit, restrict or impose any condition upon the pledge by a Credit Party or a Subsidiary of the Equity Interests in connection with cash or other deposits a joint venture permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.hereunder. Section 8.5

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Agents and the Lenders with respect to the Facilities credit facilities established hereunder and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (a) or (b) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness or expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(b)(v) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower interest, or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; and provided further that the foregoing clause (xia) are restrictions on cash or other deposits imposed by customers under contracts entered into shall not apply to a Contractual Obligation set forth in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositSecond Lien Facility Documentation.

Burdensome Agreements. Enter The Borrowers shall not, nor shall the Borrowers permit the Subsidiary Guarantors to, enter into or permit to exist any Contractual Obligation (other than this Agreement, the other Loan Documents, any agreements or documents governing, evidencing and/or securing Credit Agreement Refinancing Indebtedness, Incremental Commitments or Incremental Equivalent Debt and any other Financing Agreementrequirements of Law that are memorialized as Contractual Obligations) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) prohibits any Loan Party to create, incur, assume or suffer to exist Liens on property the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.08) are listed on Schedule 10.9 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (xi)(x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary Person at the time such Restricted Person merges with or into any Borrower or Subsidiary first becomes a Restricted Subsidiary of a BorrowerGuarantor, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted merging with or into such Borrower or Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Guarantor, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viivi) are customary restrictions on leases, subleases, licenses asset sale or asset or stock sale similar agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t7.03(k) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries Person incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (xviii) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiix) are customary restrictions contained on Liens in Indebtedness permitted hereunder so long as such Indebtedness permits the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof first-priority Liens of the Secured Parties on the Collateral or (xiiixi) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (ai) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Parent, any Loan Party Borrower, any Subsidiary Guarantor or to otherwise transfer property to the Parent, any Borrower or any Subsidiary Guarantor, (ii) the Parent or any Subsidiary of ESR OP (other than Excluded Subsidiary) to Guarantee any Obligations or (biii) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for to secure any Obligations; provided, however, that clauses (i) and (iii) of this Section 7.09 shall not prohibit any limitation on Restricted Payments or negative pledges (A) incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(c) or (d), (B) contained in (x) any agreement in effect on the benefit Closing Date and set forth on Schedule 7.09 hereto and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreementsthose agreements; provided that the foregoing clauses amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (a) and (b) shall not apply as determined by the Borrowers in good faith), with respect to Contractual Obligations which (i) (x) exist such restrictions than those contained in those agreements on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and Closing Date, (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth contained 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 in effect at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary of a BorrowerESR OP after the Closing Date, so long as such Contractual Obligations were agreement was 148 not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause ESR OP or (iiz) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise any agreement in connection with any a Disposition permitted by Section 10.4 7.05 (provided that such limitation shall only be effective against the assets or 10.5 property that are the subject of Disposition), (C) by reason of customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and relate solely other similar agreements in the ordinary course of business, which limitation is applicable only to the assets or Person that are the subject to of such Dispositionagreements, (vD) are limitation on Restricted Payment by reason of customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viE) are negative pledges and restrictions on Liens in favor by reason of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiF) are by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit and (G) limitations on Restricted Payments by reason of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; provided, (xii) are customary restrictions contained in further, however, that, notwithstanding the ABL Credit Agreement andforegoing, in each case, no event shall any Permitted Refinancing thereof negative pledge relate to (x) any Collateral or (xiiiy) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositany Borrowing Base Property.

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

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.15, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 so long as the limitations described in clauses (a) and (b) apply solely to such Restricted Subsidiary and its Subsidiaries and the extent applying only to direct parent of such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and 7.05 so long as such restrictions relate solely to the assets or Person subject to such Dispositionthereto, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions 115 on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t7.03(g) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. Clause (b) of this Section 7.09 shall not apply to restrictions or conditions imposed by any agreement relating to the Receivables Facilities permitted by this Agreement if such restrictions or conditions apply only to the assets that are the subject of the applicable Receivables Facility, and neither clauses (xiia) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiib) arise of this Section 7.09 shall apply to restrictions or conditions imposed on any Receivables Management Subsidiary in connection with cash any Receivables Management Financing or other deposits permitted under Sections 10.1 and 10.2 and limited to any service agreement (or similar arrangement) required by or entered into in connection with such cash Receivables Management Financing or depositany credit support provided by it in favor of any financier of such Receivables Management Financing.

Burdensome Agreements. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to make or repay intercompany loans and advances to the Borrower or any Guarantor or (ba) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a‎(a) and (b‎(b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9‎Section 7.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a 216 Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further provided, further, that this clause (ii‎(ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14‎Section 6.14, (iiii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary‎Section 7.03, (ivi) arise in connection with any Disposition permitted by Section 10.4 Sections ‎7.04 or 10.5 ‎7.05 and relate solely to the assets or Person subject to such Disposition, (vi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 ‎Section 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vii) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 ‎Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (viii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted SubsidiarySubsidiary or the assignment of any license or sublicense agreement, (xi) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) are customary restrictions contained created in connection with any Qualified Securitization Facility that in the ABL Credit Agreement andgood faith determination of the Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to the Securitization Assets subject thereto, in each case, any Permitted Refinancing thereof or (xiiii) arise in connection with cash or other deposits permitted under Sections 10.1 ‎7.01 and 10.2 ‎7.02 and limited to such cash or depositdeposit and (i) are customary restrictions contained in any Senior Notes Documents or any Permitted Refinancing thereof.

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

Burdensome Agreements. Enter No Loan Party shall enter into or permit to exist any Contractual Obligation (other than (w) the Senior Note Indenture, (x) this Agreement or any other Financing AgreementLoan Document, (y) the ABL Credit Agreement or any document relating thereto, or (z) the US Term Loan Credit Agreement or any document relating thereto) that limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (bii) any of the Loan Party Parties to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Administrative Agent under the Loan Documents; provided, however, that none of the foregoing shall prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness described under clauses (h) and (u) of the definition of Permitted Encumbrances permitted hereunder solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (B) customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the benefit Disposition of the Lenders with respect to the Facilities and the Obligations any assets or under the Financing Agreements; any Person, provided that the foregoing clauses restrictions in any such contract shall apply only to the assets or Person that is to be Disposed of; (aC) customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (bE) shall not apply customary restrictions arising under licenses and other contracts entered into in the ordinary course of business to the extent permitted hereunder; (F) customary restrictions under Guarantees of the Parent in connection with the French Credit Agreement; (G) Credit Agreement (Euro) Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.10) are listed on Schedule 10.9 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation, Obligation in an manner adverse to the Lenders; or (iiH) Contractual Obligations which are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter No Loan Party shall enter into or permit to exist any Contractual Obligation (other than (w) the Senior Note Indenture, (x) this Agreement or any other Financing AgreementLoan Document, (y) the ABL Credit Agreement or any document relating thereto, or (z) the Euro Term Loan Credit Agreement or any document relating thereto) that limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (bii) any of the Loan Party Parties to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Administrative Agent under the Loan Documents; provided, however, that none of the foregoing shall prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness described under clauses (h) and (u) of the definition of Permitted Encumbrances permitted hereunder solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (B) customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the benefit Disposition of the Lenders with respect to the Facilities and the Obligations any assets or under the Financing Agreements; any Person, provided that the foregoing clauses restrictions in any such contract shall apply only to the assets or Person that is to be Disposed of; (aC) customary provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (bE) shall not apply customary restrictions arising under licenses and other contracts entered into in the ordinary course of business to the extent permitted hereunder; (F) customary restrictions under Guarantees of the Parent in connection with the French Credit Agreement; (G) Contractual Obligations which (i) (x) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.97.10) are listed on Schedule 10.9 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation, Obligation in an manner adverse to the Lenders; or (iiH) Contractual Obligations which are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Financing AgreementLoan Document, the Senior Notes Documents or, until the Spin-Off occurs, the Existing FNIS Credit Agreement and related loan documents) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or to otherwise transfer property to or invest in any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Agents and the Lenders with respect to the Facilities credit facilities established hereunder and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.08) are listed on Schedule 10.9 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureJoint Venture entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness (or proceeds of such financed property) or the subject of such Indebtedness or expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryinterest, (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiiix) arise in connection with cash exist under or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash by reason of applicable law, rule, regulation or depositorder, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their respective businesses.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments Payments, intercompany loans or other advances to any Loan Party Borrower or any Guarantor or (b) any Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(j), (l), (m), (s), (t)(i), (t)(ii), (u) and (aa) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 or 10.5 and relate 7.05 applicable pending such Disposition solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to property interests, rights or the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (f) g)(A), or (tv) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g)(A) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a any Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 Section 7.01 or 7.02, and limited to such cash or depositdeposits; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Company shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder.

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments Payments, intercompany loans or other advances to the Borrower or any Loan Party Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(b), (i) (j), (l), (m), (p), (s), (t)(i), (t)(ii), (u) and (z) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 10.4 or 10.5 and relate 7.05 applicable pending such Disposition solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to property interests, rights or the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fh)(A) or (tx) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(h)(A) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 Section 7.01 or 7.02, and limited to such cash or depositdeposits; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder.

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

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) to otherwise transfer property to or invest in any Loan Party, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 and any modification, replacement, renewal, reinvestment or extension of any of the foregoing or (B) at the time any Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Borrower, (ii) of any Restricted Subsidiary of Borrower to Guarantee the Indebtedness of the Borrower, (iii) of any Restricted Subsidiary of Borrower to make or repay loans to a Loan Party or (iv) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit Person; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of the Lenders with respect any holder of Indebtedness permitted under Section 7.02 solely to the Facilities and extent any such negative pledge relates to the Obligations property financed by or under the Financing Agreementssubject of such Indebtedness; provided that the foregoing clauses (a) and or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing restrictions shall not apply to Contractual Obligations which be violated by reason of (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth 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 Obligationapplicable Laws, (ii) are binding on a Restricted Subsidiary at this Agreement and the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14other Loan Documents, (iii) represent Indebtedness (A) the ABL Loan Documents so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a Restricted Subsidiary whole, are not materially more restrictive than those contained in the ABL Loan Documents (as in effect on the Closing Date), (B) the Swedish Credit Facility, or (C) documents governing Permitted Holdco Debt so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiarywhole, are no more restrictive than those contained herein, (iv) arise in connection with customary non-assignment provisions of any Disposition permitted by Section 10.4 contract, lease or 10.5 and relate solely to license of the assets Borrower or Person subject to such Dispositionany Restricted Subsidiary of the Borrower, (v) are customary restrictions on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition, (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivii) are documents that represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 7.03 to the extent such restriction applies only to such Restricted Subsidiary, (viii) documents that comprise restrictions on cash or other deposits imposed by customers under contracts any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the ordinary course good faith judgment of businessthe Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (xii) and, in any event, are customary no more restrictive than the restrictions contained in this Agreement), so long as the ABL Credit Agreement and, Borrower shall have determined in each case, good faith that such restrictions will not affect its obligation or ability to make any Permitted Refinancing thereof payments or grant any Liens required hereunder or (xiiivii) arise in connection with cash any restrictions under any agreement that amends, refinances or other deposits replaces any agreement containing restrictions permitted under Sections 10.1 the preceding clauses provided that the terms and 10.2 and limited conditions are no less favorable taken as a whole to such cash or depositthe Restricted Subsidiary.

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement Agreement, any other Loan Document, the ABL Facility or any other Financing AgreementABL Loan Document) that limits the ability of (a) of any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (b) of any Restricted Subsidiary (other than an Excluded Subsidiary) to Guarantee the Obligations in accordance with the terms hereof or (c) of the Loan Party Parties or any Restricted Subsidiary (other than an Excluded Subsidiary) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit in favor of the Lenders Agent, in each case, except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, any other Loan Document, the ABL Facility and the other ABL Loan Documents; (ii) any restrictions with respect to the Facilities and Borrower or a Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in connection with the Obligations disposition of all or under any portion of the Financing Agreements; provided equity interests or assets of the Borrower or such Restricted Subsidiary or (B) contracts for the sale of assets that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist impose restrictions solely on the Escrow Release Date and assets to be sold; (to iii) the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth provisions contained in any agreement evidencing Permitted Indebtedness (and in any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand no more restrictive than those contained in the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, respective Indebtedness so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrowerrefinanced); provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any a Restricted Subsidiary, (x) are Subsidiary of the Borrower entered into in the ordinary course of business and customary provisions restricting assignment of any agreement contained in other leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by the Borrower or any Restricted Subsidiary of the Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (xior made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; (ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; and (xiixi) are customary restrictions contained provisions in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof joint venture agreements or (xiii) arise in connection with cash arrangements and other similar agreements or other deposits permitted under Sections 10.1 and 10.2 and limited arrangements relating solely to such cash or depositjoint venture.

Burdensome Agreements. Enter Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Amendment No. 5 Effective Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerHoldings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Holdings and such Contractual Obligations do not adversely affect the Borrower’s obligation to make principal and interest payments hereunder; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 7.03 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement andSenior Notes Documentation, in each case, any Permitted Refinancing thereof the documentation for the Second Lien Notes or the documentation for the Third Lien Notes or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit.

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

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

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

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual ObligationObligation (as determined by the Borrower in good faith), (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Disposition permitted by Section 10.4 7.04 or 10.5 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (fg) or (tm) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement anddocumentation governing Permitted First Priority Debt, Permitted Second Priority Debt or, in each case, any Permitted Refinancing thereof or thereof, (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 7.01 and 10.2 7.02 and limited to such cash or deposit, (ix) arise under the Permitted SPAC Transaction Documents, (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit, (xi) are restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder, (xii) are restrictions regarding licensing or sublicensing of intellectual property in the ordinary course of business; and (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions and Dispositions not prohibited hereunder.

Burdensome Agreements. Enter The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any Contractual Obligation (other than this Agreement any Financing Document or any other Financing AgreementPermitted Pari Passu Provision) that limits the ability of (ai) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Company or any Loan Party Subsidiary Guarantor, (ii) any Subsidiary (other than an Excluded Subsidiary) to transfer property to the Company or any Subsidiary Guarantor, (iii) any Subsidiary of the Company (other than an Excluded Subsidiary) to Guarantee the Notes or any of the obligations under this Agreement or (biv) any Loan Party Obligor to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations Notes or any obligations under the Financing Agreementsthis Agreement or any Subsidiary Guarantee; provided provided, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation), (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, and (iv) arise of this Section 10.11 shall not prohibit any (A) limitation on Negative Pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2 (provided that such limitation on Negative Pledges shall only be effective against the assets or property securing such Indebtedness), (B) Negative Pledges contained in any agreement in connection with any a Disposition permitted by Section 10.4 or 10.5 and relate solely to (provided that such limitation shall only be effective against the assets or Person property that are the subject to such of Disposition), and (vC) are limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures Subsidiaries that are not Wholly-Owned Subsidiaries; provided, further, that notwithstanding the foregoing, in no event shall any Negative Pledge be permitted under Section 10.2 and applicable solely with respect to such joint venture, (vi) are negative pledges and restrictions on Liens in favor any Unencumbered Eligible Property or any Equity Interests of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Unencumbered Property Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

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

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to guarantee the Indebtedness of the Borrower or (biii) of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or secure its obligations under the Financing AgreementsLoan Documents to which it is a party; provided provided, however, that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (v) restrictions imposed by agreements governing Indebtedness described in clause (i) or (xii) exist on of the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness definition thereof so long as such modification, replacement, renewal, extension restrictions will not materially affect the Borrower’s ability to make anticipated principal or refinancing does not expand interest payments on the scope Loans or payments in respect of such Contractual Obligationthe other Obligations hereunder (as determined in good faith by the Borrower), (iiw) are binding on restrictions imposed by law or this Agreement, (x) customary restrictions and conditions contained in agreements relating to a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary sale of a BorrowerSubsidiary or all or substantially all of its assets pending such sale, so long as provided such Contractual Obligations were not entered into solely in contemplation of restrictions and conditions apply only to the Subsidiary that is sold and such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14sale is permitted hereunder, (iiiy) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in leases, partnership agreements, limited liability company organizational governance documents, joint venture agreements, joint development agreements, license and sublicense agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that restrict the transfer or encumbrance of property under joint development or ownership, leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person and (xiz) with respect to clause (iii), the granting of a pari passu Lien in favor of any holder of any public Indebtedness if the Obligations hereunder are restrictions on cash required to be secured equally and ratably therewith or other deposits imposed by customers under contracts entered into customary provisions in leases restricting the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositassignment thereof.

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

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Borrower that is not a Guarantor to pay dividends or other distributions 153 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Payments Subsidiary or to Guarantee Indebtedness of the Borrower or any Loan Party other Restricted Subsidiary or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 hereto 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not not, in the reasonable opinion of the Administrative Agent, expand the scope of such limits in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and 7.05, so long as such restrictions relate solely to the assets or Person subject thereto, (iv) subject to such DispositionSection 6.13, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viivi) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets or Subsidiary subject thereto, (viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f7.03(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a the Borrower or any Restricted Subsidiary, (xix) subject to Section 6.13, are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter The Loan Parties shall not, nor shall any Loan Party permit any Subsidiary to, enter into or permit to exist any Contractual Obligation contractual obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a the Lead Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or to make or repay loans or advances to or otherwise transfer assets to or make Investments in the Lead Borrower or any other Loan Party or (b) the Lead Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations contractual obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9SECTION 6.09) are listed on Schedule 10.9 6.09 hereto and (y) to the extent Contractual Obligations contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationcontractual obligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Lead Borrower, so long as such Contractual Obligations contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Lead Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a the Lead Borrower which is not a Loan Party which is permitted by Section 10.3 pursuant to the extent applying only to such Restricted SubsidiarySECTION 6.03, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Permitted Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 SECTION 6.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, and (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. (a) Enter into or permit suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Financing Agreement) that limits the ability of (a) the Borrower or any Restricted Domestic Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on any Lien upon any of its property of such Person for the benefit of the Lenders with respect or revenues, whether now owned or hereafter acquired, to the Facilities and the Obligations or secure its obligations under the Financing Agreements; provided Loan Documents (assuming, in the case of each Domestic Subsidiary, that the foregoing clauses (a) and it is a Guarantor, whether or not it is in fact a Guarantor), or (b) shall not apply enter into or suffer to Contractual Obligations which exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to make Restricted Payments in respect of any Equity Interests of such Subsidiary held by the Borrower or any other Restricted Subsidiary, except (i) this Agreement and the other Loan Documents, (xii) exist Senior Notes Indenture, (iii) agreements as in effect on the Escrow Release Closing Date and shown on Schedule 7.06; (iv) any agreement relating to secured Indebtedness permitted hereunder, if such restrictions apply only to the extent collateral for such Indebtedness; (v) customary provisions in leases, licenses and other contracts restricting assignment thereof; (vi) customary provisions in purchase and sale agreements to be executed in connection with a Disposition not otherwise permitted prohibited by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness Agreement so long as such modification, replacement, renewal, extension or refinancing does not expand provisions apply only to the scope of assets subject to such Contractual Obligation, Disposition; (iivii) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations agreements were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (iiviii) any agreements governing any purchase money Liens, Capitalized Lease obligations or Qualified Securitization Transaction otherwise permitted hereby (in which case, any prohibition or limitation shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to be effective against the assets or Person subject to such Disposition, financed thereby); (vix) are customary provisions in shareholders’ agreements and other similar agreements applicable to Non-Wholly-Owned Subsidiaries or in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 ventures; and applicable solely to such joint venture, (vix) are negative pledges and restrictions on Liens in favor of any holder of agreements governing Indebtedness permitted under Section 10.3 but solely 7.02 that are, in the good faith judgment of Borrower, when taken as a whole, no more restrictive with respect to the extent any negative pledge relates to Borrower and its Restricted Subsidiaries than the property financed by such Indebtedness, restrictions contained in this Agreement (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent provided that such restrictions apply only will not affect any Loan Party’s ability to make any payments 105 or perform its obligations (including satisfying the property or assets securing such Indebtedness or to Collateral and Guarantee Requirement) required under the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositLoan Documents).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor Loan Party to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.97.09) are listed on Schedule 10.9 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a BorrowerSubsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.146.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, (iv) arise in connection with any Lien permitted by Section 7.01(u) or any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c7.03(e), (f7.03(g), 7.03(n) or (t7.03(v) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement andSecond Lien Facility, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 Section 7.01 and 10.2 and limited to such cash or deposit(xiv) comprise restrictions imposed by any New Senior Secured Notes Indenture.

Burdensome Agreements. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement or any other Financing Agreementa) that limits the ability of (a) any Restricted Subsidiary Credit Party or any of a Borrower that is not a Guarantor their respective Subsidiaries to make Restricted Payments create, incur or permit to exist any Loan Party Lien upon any of their respective property or assets, or (b) the ability of any Loan Party Subsidiary to create, incur, assume pay dividends or suffer to exist Liens on property of such Person for the benefit of the Lenders other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Facilities and Borrower or any other Subsidiary or to Guarantee Indebtedness of the Obligations Borrower or under the Financing Agreementsany other Subsidiary; provided that (i) the foregoing clauses shall not apply to restrictions and conditions imposed by Applicable Law or by any Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 8.4 (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 specific property (including the sale of a Subsidiary) not prohibited under this Agreement pending such sale, provided such restrictions and conditions apply only to the specific property that is to be sold and such sale is permitted hereunder and (iv) the foregoing clause (a) and (b) shall not apply to Contractual Obligations which (i1) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension restrictions or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix2) customary provisions in leases and other contracts restricting the assignment thereof, (3) without limiting any obligations of any Credit Party or Subsidiary under Section 7.11, contractual obligations that are binding on a Credit Party or a Subsidiary thereof at the time such Credit Party becomes a Credit Party or such Subsidiary first becomes a Subsidiary, so long as such contractual obligation was not entered into in contemplation of such Person becoming a Credit Party or Subsidiary thereof; (4) restrictions by reason of customary provisions restricting assignments, subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryother transfers contained in leases, (x) are customary provisions restricting assignment of any agreement licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (xi5) are restrictions on cash or other deposits imposed by customers under contracts entered into in related to secured Indebtedness otherwise permitted to be incurred hereunder that limit the ordinary course right of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof obligor to dispose of the assets securing such Indebtedness or (xiii6) arise contractual obligations that prohibit, restrict or impose any condition upon the pledge by a Credit Party or a Subsidiary of the Equity Interests in connection with cash or other deposits a joint venture permitted under Sections 10.1 and 10.2 and limited to such cash or deposithereunder.

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

Burdensome Agreements. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Financing AgreementsLoan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xA) exist on the Escrow Release Date date hereof and (to the extent not otherwise permitted by this Section 10.96.10) are listed in Schedule 6.10, (B) are contained in the Senior Notes or Senior Notes Indenture as in effect on Schedule 10.9 hereto the date hereof and (yC) to the extent Contractual Obligations permitted by clause clauses (xA) and (B) are set forth in an agreement evidencing Indebtedness, are such Contractual Obligations may set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (a) or (b) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary6.01, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition6.11, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 6.05 and applicable solely to such joint venture, (vi) are negative pledges and restrictions 116 on Liens in favor of any holder of Indebtedness permitted under Section 10.3 6.01 but solely to the extent any negative pledge relates to the property financed by or secured by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f6.01(e) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting assignment or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment transfer of any agreement entered into in the ordinary course of business, (xix) arise in connection with cash or other deposits permitted under Section 6.02 or are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xiixi) are customary restrictions contained in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the ABL Credit Agreement andgood faith judgment of the Borrower, no more restrictive in each caseany material respect with respect to the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, any Permitted Refinancing thereof or (xiii) arise if applicable, on the date on which such Restricted Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to effect on such cash or depositdate.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) of any Restricted Subsidiary of a the Specified U.S. Borrower that is not a Guarantor to make Restricted Payments to the Specified U.S. Borrower or any Loan Party Guarantor or (b) to otherwise transfer property to or invest in any Loan Party to createBorrower or any Guarantor, incur, assume or suffer to exist Liens on property of such Person except for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which any agreement in effect (i) (x) exist on the Escrow Release Effective Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary of a BorrowerSubsidiary, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14Subsidiary, (iii) represent representing Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary7.03, or (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate 7.05 relating solely to the assets to be disposed of, and (b) of the Specified U.S. Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Revolving Credit Facility and the Obligations or under the Loan Documents except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property subject to a Lien permitted by Section 7.01 or (ii) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such Dispositionrestrictions may relate to the assets subject thereto; provided, however, that clauses (va) and (b) shall not prohibit Contractual Obligations that (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 7.02 and applicable solely to such joint ventureventure entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (tii) and to the extent that such restrictions apply only to the property or assets securing Indebtedness permitted to be secured by such Indebtedness property or to the Restricted Subsidiaries incurring or guaranteeing such Indebtednessassets by Section 7.01 and Section 7.03, (ixiii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiaryinterest, (xiv) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, business and (xiv) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Guarantor or to otherwise transfer property to or to make Investments in the Borrower or any Guarantor, except for (bA) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist agreement in effect on the Escrow Release First Amendment Effective Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary of a the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iiiB) represent any agreement representing Indebtedness of a Restricted Subsidiary of a the Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, 7.02 and (ivC) arise any agreement in connection with any a Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition7.05, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder Subsidiary to Guarantee the Indebtedness of the Borrower other than any document governing Indebtedness permitted under Section 10.3 but 7.02(c), (d) or (i) so long as the applicable provisions thereof are no more restrictive in any material respect, taken as a whole, than this Agreement or (iii) of the Borrower 101 or any Subsidiary to create, incur, assume or suffer to exist Liens securing the Obligations on property of such Person other than (A) any document governing Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (viiB) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets or Subsidiary subject thereto, (viiiC) comprise restrictions imposed by any agreement relating to secured representing Indebtedness of a Subsidiary of the Borrower that is not a Loan Party which is permitted pursuant to by Section 10.3(c)7.02, (f) or (t) and solely to the extent that such restrictions apply restriction applies only to the property or assets securing of such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing Subsidiary that secured such Indebtedness, (ixD) are customary provisions restricting subletting restrictions arising in connection with cash or assignment of any lease governing a leasehold interest of a Borrower other deposits permitted under Sections 7.01 or any Restricted Subsidiary, 7.02 and limited to such cash or deposit or (xE) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiiib) arise requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than customary provisions in connection any applicable agreement referred to in clause (a)(iii) above so long such agreements do not require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure any obligations of the Borrower or its Subsidiaries with cash or other deposits permitted under Sections 10.1 and 10.2 and limited respect to such cash or depositany of the Loan Documents.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits causes or suffers to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness owed to the Borrower or any of a Borrower that is not a Guarantor to make its Restricted Payments to any Loan Party or Subsidiaries, (b) any Loan Party to create, incur, assume make loans or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect advances to the Facilities and Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Obligations Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which or by reason of (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth 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 Obligationapplicable law, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerABL Credit Agreement, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14the other ABL Credit Documents and the documentation evidencing any ABL Replacement Indebtedness, (iii) represent Indebtedness of the Permitted Convertible Notes Indenture and the other Permitted Convertible Notes Documents and any agreement governing a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted SubsidiaryPermitted Convertible Notes Restructuring, (iv) arise in connection with the Permitted Additional Indebtedness Documents and any Disposition permitted by Section 10.4 agreements evidencing Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Permitted Non-Loan Party Indebtedness, Incremental Equivalent Debt or 10.5 and relate solely to the assets or Person subject to such DispositionRefinancing Indebtedness, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a the Borrower or any of its Restricted SubsidiarySubsidiaries, (xvi) are customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x),(x),(x), (x), (x) or (aa), (ix) any agreement or instrument governing Indebtedness (A) permitted pursuant to Section 7.02(d) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of such Indebtedness are not more restrictive in any material respect than the restrictions contained in such Indebtedness to be renewed, extended, replaced or refinanced, (B) incurred pursuant to Section 7.02(i) or 7.02(q), provided that any such restriction contained therein relates only to the assets financed thereby, (C) incurred pursuant to Section 7.02(p), which restriction is only applicable to the transfers of assets (other than cash) of the Person that has incurred the subject Indebtedness or (D) incurred pursuant to Section 7.02(j), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or other Investment permitted hereunder and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or other Investment permitted hereunder, (x) restrictions applicable to any Subsidiary that is a Non-Wholly-Owned Subsidiary of the Borrower or any Joint Venture of the Borrower or a Restricted Subsidiary as a result of an Investment pursuant to Section 7.03; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent any are in effect at such time), (xi) any agreement with Export Development Canada entered into by the Borrower or any of its Restricted Subsidiaries in connection with Export Development Canada’s provision of credit support for letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries; provided, that the terms of such agreements shall be on terms consistent with, and, in any event, shall be no more restrictive than, those in existence on the Closing Date, (xii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (xixiii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course case of businessclause (c) above, (xii) are customary the restrictions contained in the ABL Credit Agreement andOttawa Capitalized Lease as in effect on the original date thereof and any renewals, replacements, refinancings or extensions thereof, so long as such restrictions are not broader than those contained in each case, the Ottawa Capitalized Lease as in effect on the original date thereof and (xiv) customary restrictions (as reasonably determined by the Borrower) in the definitive documentation governing any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositReceivables Facility, including any Permitted Foreign Receivables Facility.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability of (a) of any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Borrower or any Guarantor or to otherwise transfer property to or invest in any Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings, (iii) any agreement representing Indebtedness of a Restricted Subsidiary of Holdings which is not a Loan Party which is permitted by Section 7.03, (iv) any agreement in connection with a Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary 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, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) restrictions contained in any Permitted Surviving Debt documents (as amended, so long as such restrictions are not expanded in scope)[reserved], (viii) customary net worth provisions contained in real property leases entered into by the Borrower Parties in the ordinary course of business, so long as the DutchParent Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Parties to meet their ongoing obligations, (ix) any restrictions regarding licenses or sublicenses by the Borrower Parties of IP Rights in the ordinary course of business (in which case such restriction shall relate only to such IP Rights), (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (xi) customary restrictions contained in (A) the Senior Notes and the Senior Secured Notes (and any Permitted Refinancing thereof), (B) Permitted Additional Debt, (C) any Refinancing Notes (and any Permitted Refinancing thereof), (D) New Incremental Notes and (E) Indebtedness permitted pursuant to Sections 7.03(b)(vi) (to the extent applicable only to the Restricted Subsidiaries that are not Subsidiary Guarantors obligated with respect to such Indebtedness) and 7.03(b)(xv) and any Permitted Refinancing thereof, (xii) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(xxviii) to the extent no more restrictive, taken as a whole, to Holdings and its Subsidiaries than the covenants contained in this Agreement, (xiii) solely to the extent that (A) such restrictions relate to the Subsidiary being acquired or incurring such Indebtedness and (B) such Indebtedness is expressly made non--recourse to Holdings and the Restricted Subsidiaries, restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(xxi) and (xiv) restrictions imposed by reason of applicable Law or (b) of any Borrower or any Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which Loan Documents except for (i) (x) exist any agreement in effect on the Escrow Release Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed described on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation7.09, (ii) are binding on a any agreement in effect at any time any Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a BorrowerHoldings, or any agreement assumed in connection with the acquisition of assets from any Person, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply Holdings or of the acquisition of assets from such Person and applies solely to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14such acquired assets, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.03(b)(v) or (xxi) or, to the extent it constitutes Indebtedness of a type permitted under Section 10.3 7.03(b)(v), Indebtedness permitted under Section 7.03(b)(xiii), but in each case solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (viiiv) are customary restrictions on in leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viiiv) comprise in each case so long as such restrictions imposed by are no broader in scope than those contained in the Senior Secured Notes, customary restrictions contained in the (A) Senior Notes and Senior Secured Notes (and any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(cPermitted Refinancing thereof), (fB) or Permitted Additional Debt (t) and solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness), (C) Refinancing Notes (and any Permitted Refinancing thereof) and (D) New Incremental Notes; provided in each case that such restrictions apply only do not restrict the Liens securing -213- the Obligations or the senior priority status thereof (it being understood that any such Indebtedness shall be permitted to be secured on a pari passu basis or junior with the Obligations to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtednessextent permitted hereunder), (ixvi) are customary provisions restricting subletting restrictions arising in connection with cash or assignment of any lease governing a leasehold interest of a Borrower other deposits permitted under Sections 7.01 or any Restricted Subsidiary7.02 and limited to such cash or deposit, (xvii) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) restrictions contained in any Permitted Surviving Debt documents (as amended, so long as such restrictions are restrictions on cash or not expanded in scope)[reserved], (x) customary provisions in joint venture agreements and other deposits imposed by customers under contracts similar agreements applicable to joint ventures entered into in the ordinary course of businessbusiness relating to the assets and Equity Interests of such Joint Venture, (xi) restrictions imposed by applicable Law, (xii) are customary restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vii) or Section 7.03(b)(xv) or, to the ABL Credit Agreement andextent it constitutes Indebtedness of a type permitted under Section 7.03(b)(vii), in each case, any Permitted Refinancing Section 7.03(b)(xiii) to the extent relating to the Subsidiary incurring such Indebtedness and its Subsidiaries and provided that such restrictions do not restrict the Liens securing the Obligations as contemplated by Loan Documents or the first priority status thereof or and (xiii) arise restrictions contained in connection with cash or other deposits Indebtedness permitted under Sections 10.1 and 10.2 and limited pursuant to such cash or depositSection 7.03(b)(vi).

Burdensome Agreements. Enter into No Obligor shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist exist, any Contractual Obligation (other than this Agreement that encumbers or any other Financing Agreement) that limits restricts the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders to (i) pay dividends or make any other distributions to an Obligor or Subsidiary Guarantor on its Capital Stock or with respect to the Facilities and the Obligations any other interest or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednessparticipation in, are set forth in any agreement evidencing any permitted modificationor measured by, 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 Obligationits profits, (ii) are binding on a Restricted pay any Indebtedness or other obligation owed to an Obligor or any Subsidiary at Guarantor, (iii) make loans or advances to an Obligor or any Subsidiary Guarantor, (iv) sell, lease or transfer any of its property to an Obligor or any Subsidiary Guarantor, (v) pledge its property pursuant to the time Financing Agreements or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) other than customary Subsidiary Indebtedness limitations or covenants, act as an issuer or guarantor pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Financing Agreements, (2) any document or instrument governing Indebtedness incurred pursuant to Section 10.1(c) or Section 10.1(e) or Section 10.1(j); provided that any such Restricted Subsidiary first becomes a Restricted Subsidiary restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or secured thereby, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of a Borrowerany property permitted under Section 10.10 pending the consummation of such sale, (5) restrictions contained in the Existing Credit Facility or Credit Documents, so long as such Contractual Obligations were restrictions are not entered into solely more restrictive than those set forth in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause the Existing Credit Facility or Credit Documents in effect on the date hereof or (ii6) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary any document or instrument governing Indebtedness incurred pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c10.1(k), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.

Burdensome Agreements. Enter No Loan Party nor any Restricted Subsidiary will enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing AgreementLoan Document) that limits the ability (i) of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Loan Party Restricted Subsidiary or to otherwise transfer property to the Borrower or any Restricted Subsidiary or (bii) of any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for Guarantee the benefit Indebtedness of the Lenders with respect to the Facilities and the Obligations or under the Financing AgreementsBorrower; provided that the foregoing clauses (a) and (b) shall preceding restrictions will not apply to Contractual Obligations which limitations (i1) (x) exist existing under, by reason of or with respect to Indebtedness existing on the Escrow Release Date date of this Agreement or any other agreements in effect on the date of this Agreement and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in Indebtedness or such other agreements, as the case may be, as in effect on the date of this Agreement; (to the extent not otherwise permitted by this Section 10.92) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednessthe indenture for the Senior Notes, are set forth in the Senior Notes, the Guarantees related thereto and other Permitted Debt; (3) existing under, by reason of or with respect to applicable law, rule, regulation or order; (4) with respect to any agreement evidencing Person or the property or assets of a Person acquired by a Loan Party or any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary existing at the time of such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were acquisition and not entered into solely incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14acquisition, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which encumbrance or restriction is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor any Person or the properties or assets of any holder of Indebtedness permitted under Section 10.3 but solely to Person, other than the extent any negative pledge relates to the property financed by such IndebtednessPerson, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (i) of the first sentence of this covenant (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Loan Party or any Restricted Subsidiary not otherwise prohibited by this Agreement, or (C) arising or agreed to in the Restricted Subsidiaries incurring or guaranteeing such ordinary course of business, not relating to any Indebtedness, (ix) are customary provisions restricting subletting and that do not, individually or assignment in the aggregate, materially detract from the value of any lease governing a leasehold interest property or assets of a Borrower Loan Party or any Restricted Subsidiary; (6) existing under, (x) are customary provisions restricting assignment by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Loan Party (other than the Borrower) or a Restricted Subsidiary that restrict distributions by that Loan Party or Restricted Subsidiary pending such sale or other 107 disposition; (7) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business; and (8) existing under, (xi) are restrictions on cash by reason of or other deposits imposed by customers under contracts entered into in with respect to customary supermajority voting provisions and customary provisions with respect to the ordinary course disposition or distribution of business, (xii) are customary restrictions contained in the ABL Credit Agreement andassets or property, in each casecase contained in joint venture, any Permitted Refinancing thereof partnership, or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or depositliability company agreements.