Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan DocumentDocument and the Holdco Credit Agreement) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 7.03(e) or 6.03(d7.03(h) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness; or (yb) customary requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; except, in the case of clauses (a) and (b), (1) as required under applicable Law, (2) for restrictions in the Mortgage Note Documents on (I) the transfer or encumbrance of the property securing the Indebtedness and other obligations evidenced by the Mortgage Note Documents and (II) related party transactions, (3) for prohibitions on assignment or transfer, or in connection with net worth requirements, contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a4) customary restrictions imposed pursuant to an a binding agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to for the property (including sale of Equity Interests or assets of a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply only solely to the property Equity Interests or assets securing of such Indebtedness; Subsidiary which are to be sold, (c5) customary provisions restricting subletting or assignment of Contractual Obligations required to be entered into by any relevant regulatory authority, (6) restrictions in Acquired Indebtedness existing at the ordinary course time of businessthe applicable Acquisition; (d) provided, that such restrictions are not materially more restrictive, taken as a whole, than the restrictions set forth in this Agreement and the Senior Notes and any Permitted Refinancing thereof; Holdco Credit Agreement, (e7) restrictions relating to Indebtedness ofexisting on the date hereof in the Agreements set forth on Schedule 7.09, or a Financing Disposition by, to, or and (8) restrictions in favor of, of any Special Purpose Entity; (f) restrictions set forth in any holder of Indebtedness permitted pursuant to under Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)7.03, which restriction is not applicable to any Person other than would not, in the acquired SubsidiaryBorrower’s good faith determination, or materially impair the properties or assets of any Person, other than the property or assets ability of the acquired Subsidiary; (h) provisions with respect Borrower or any of its Subsidiaries to perform its payment obligations under the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessLoan Documents.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan DocumentDocument and the Opco Credit Agreement) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower Company or to otherwise transfer property to the BorrowerCompany, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower Company or (iii) of the Borrower Company or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 7.03(e) or 6.03(d7.03(h) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness; or (yb) customary requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; except, in the case of clauses (a) and (b), (1) as required under applicable Law, (2) for restrictions in the Mortgage Note Documents on (I) the transfer or encumbrance of the property securing the Indebtedness and other obligations evidenced by the Mortgage Note Documents and (II) related party transactions, (3) for prohibitions on assignment or transfer, or in connection with net worth requirements, contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a4) customary restrictions imposed pursuant to an a binding agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to for the property (including sale of Equity Interests or assets of a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply only solely to the property Equity Interests or assets securing of such Indebtedness; Subsidiary which are to be sold, (c5) customary provisions restricting subletting or assignment of Contractual Obligations required to be entered into by any relevant regulatory authority, (6) restrictions in Acquired Indebtedness existing at the ordinary course time of businessthe applicable Acquisition; (d) provided, that such restrictions are not materially more restrictive, taken as a whole, than the restrictions set forth in this Agreement and the Senior Notes and any Permitted Refinancing thereof; Opco Credit Agreement, (e7) restrictions relating to Indebtedness ofexisting on the date hereof in the Agreements set forth on Schedule 7.09, or including any refinancings thereof so long as (x) the restrictions in the definitive documentation governing any such refinancing are not materially more restrictive, taken as a Financing Disposition bywhole, to, or in favor of, any Special Purpose Entity; (f) than the restrictions set forth in this Agreement and the Opco Credit Agreement and (y) the obligor on the Indebtedness so refinanced is not changed, and (8) restrictions in favor of any holder of Indebtedness permitted pursuant to under Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)7.03, which restriction is not applicable to any Person other than would not, in the acquired SubsidiaryCompany’s good faith determination, or materially impair the properties or assets of any Person, other than the property or assets ability of the acquired Subsidiary; (h) provisions with respect Company or any of its Subsidiaries to perform its payment obligations under the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessLoan Documents.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any Loan Party or its Restricted Subsidiaries to (i) of a Restricted Subsidiary to make Restricted Payments to any Loan Party or Restricted Subsidiary except for any agreement in effect (A) on the Borrower date hereof and set forth on Schedule 7.09 or to otherwise transfer property to (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of a Restricted Subsidiary pay any Indebtedness or other obligation owed to Guarantee the Indebtedness of the Borrower any Loan Party, or (iii) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired to secure the Borrower Secured Obligations, except, in the case of clause (a)(iii) only, for (A) any document or a Restricted Subsidiary instrument governing Indebtedness incurred pursuant to createSection 7.02(c), incur, assume or suffer to exist Liens on property of such Person; provided that this clause any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iii) shall not prohibit (xB) any negative pledge contained in Indebtedness incurred in accordance with Section 7.02(g) so long as such negative pledge permits Liens on the assets of the Loan Parties securing the Secured Obligations (as such Secured Obligations may be modified, increased, extended, refinanced, renewed or provided replaced from time to time), (C) Contractual Obligations that (1) are customary restrictions that arise in favor of connection with any holder of Indebtedness Disposition permitted by Section 7.05, so long as such Contractual Obligations relate only to the asset or Person subject to such Disposition, (2) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.01 or 6.03(d7.03, so long as such Contractual Obligations are applicable only to such joint venture, and (3) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) are customary restrictions contained in on leases, subleases, in-licenses (including sublicenses thereof) or asset sale arrangements agreements otherwise permitted hereunder hereby so long as such restrictions relate solely only to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not (D) restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; any lease governing a leasehold interest, (dE) restrictions set forth in imposed by applicable Law; or (b) requires the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets grant of any Person, other than Lien on property for any obligation if a Lien on such property is given as security for the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.Secured Obligations. DB1/ 88815292.10

Burdensome Agreements. Enter The Company will not, and will not permit any Subsidiary to, enter into any Contractual Obligation with any Person agreement, instrument or other contractual obligation (other than (a) this Agreement or Agreement, (b) any other Loan Document, (c) the Bridge Facility and related documents contemplated thereby, (d) restrictions and conditions (i) which exist on the Effective Date (as defined in Amendment No. 1) or (ii) the Amendment No. 1 Effective Date, and in either case, are disclosed on Schedule 6.15 hereto, (e) customary restrictions and conditions contained in agreements relating to any sale of assets or Equity Interests pending such sale, provided such restrictions and conditions apply only to the Person or property that is to be sold, (f) restrictions and conditions by the terms of the documentation governing (i) Debt incurred by Foreign Subsidiaries consisting of working capital lines entered into in the ordinary course of business or (ii) any Permitted Securitization that in the good faith determination of the Company are customary, necessary or advisable to effect such Permitted Securitization, (g) restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to property or assets financed by such Debt, (h) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures applicable solely to such joint venture entered into in the ordinary course of business, (i) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (j) customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment, sale or transfer thereof, in each case entered into in the ordinary course of business or which exists on the date hereof, (k) restrictions and conditions contained in the Indenture dated as of June 15, 1995 between the Company and First Trust National Association, Trustee (the “Indenture”), or in any indenture supplemental thereto, or in debt securities issued and sold to third parties through underwriters or placement agents under any other agreement, indenture or instrument entered into after July 5, 2009 which contains restrictions or conditions (i) which are similar to the restrictions or conditions contained in the Indenture or (ii) are otherwise customary in the market for issuers comparable to the Company at the time of issuance of the applicable debt securities (which, as to all of the foregoing, shall in no event relate to current assets); provided, however, that clause (k)(ii) shall not be applicable to debt agreements, indentures or instruments issued after the latest of (A) the termination of the Acquisition Agreement, (B) if the Amendment No. 1 Effective Date has not occurred on or prior to such date, March 31, 2010, (C) if the Bridge Facility has funded, the issuance by the Company of $1,000,000,000 in aggregate principal amount of debt securities after July 5, 2009 and (D) if the Bridge Facility is not funded on such date, the date of the consummation of the Acquisition (it being understood that clause (k)(ii) shall be applicable to Debt securities issued on or prior to the date of consummation of the Acquisition), and (l) 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 (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no 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) that (i) limits the ability of any of its Subsidiaries to (iA) of a Restricted Subsidiary to make Restricted Payments pay dividends and other distributions to the Borrower Company or to otherwise transfer property to the Borrower, Company; (iiB) of a Restricted Subsidiary to Guarantee the Indebtedness guarantee any Debt of the Borrower Company or (iiiC) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property in favor of the Administrative Agent, for the benefit of the Lenders; or (ii) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments or as disclosed on Schedule 7.09 to the Disclosure Letter) that limits (a) encumbers or restricts the ability of any such Person to (i) of to act as a Restricted Subsidiary to Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) in the Borrower or to otherwise transfer property to case of the Borrower, create any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except, in the case of clause (iia)(v) of a Restricted Subsidiary only, for any document or instrument governing Indebtedness incurred pursuant to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to createSection 7.02(c), incur, assume or suffer to exist Liens on property of such Person; provided that this clause any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith (iii) shall not prohibit and any additions, accessions, parts, improvements and attachments thereto, and the proceeds thereof), and except for (x1) any negative pledge incurred Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (2) customary restrictions and conditions contained in favor any agreement relating to the sale of any holder of Indebtedness property permitted under Section 6.01 or 6.03(d) solely to 7.05 pending the extent any such negative pledge relates to the property financed by or the subject consummation of such Indebtedness or sale, (y3) customary restrictions contained provisions in leases, subleaseslicenses and other contracts restricting the assignment, licenses subletting or asset sale arrangements otherwise permitted hereunder encumbrance thereof, (4) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such assets were, or Subsidiary was, acquired (and not created in contemplation of such Permitted Acquisition) so long as such restrictions relate solely and conditions do not apply to the assets subject thereto. Notwithstanding the foregoingBorrower or any of its other Subsidiaries, this Section 6.09 will not restrict or prohibit: (a5) customary rights of first refusal, voting, redemption, transfer or other restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by Equity Interests in any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 joint venture entities or other Persons other than Persons whose Equity Interests are pledged to the extent Administrative Agent for the benefit of the Secured Parties; provided that such restrictions provisions apply only to such joint venture or Person and to Equity Interests in such joint venture or Person, (6) restrictions on deposits imposed by customers of the property Borrower or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations any Subsidiary under contracts entered into in the ordinary course of business; business and (d7) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness ofconditions imposed by Law, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (fb) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after requires the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets grant of any PersonLien on property for any obligation if a Lien on such property is given as security for the Secured Obligations, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and except for (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements any Contractual Obligation of any Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Contractual Obligation was not entered into solely in contemplation of such Person becoming a Subsidiary of the ordinary course Borrower and (ii) customary provisions in indentures for high yield or investment grade securities, so long as, in each case under the foregoing clauses (i) and (ii), the applicable Contractual Obligation or indenture does not require the grant of businessa Lien on any Collateral.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor; provided that the foregoing shall not apply to (1) restrictions or conditions imposed by Law, or by this Agreement or any other Loan Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness (including, for the avoidance of doubt, any Encumbered Property Indebtedness), (3) customary provisions in leases, subleases, licenses, asset sale agreements and other contracts restricting the grant of a security interest therein or the assignment thereof or the assets governed thereby, (4) any agreement in effect at the time any Person becomes a Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Loan Party, (5)(x) any agreement in connection with Disposition permitted by Section 7.05 pending consummation of such Disposition and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.02), which limitation is applicable only to the assets that are the subject of such agreements pending a sale or merger, (6) customary provisions in agreements with clearing houses or other similar agreements entered into in the ordinary course of business and (7) any restriction or condition relating to Indebtedness permitted by this Agreement to the extent such restrictions are not more restrictive, taken as a whole, as determined by the Borrower in good faith, than those contained herein, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that Person except, in the case of this clause (iii) shall not prohibit only, for (xA) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under either of Section 6.01 7.03(e) or 6.03(d(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or and (yB) customary restrictions Cash Management Agreements; provided that any such restriction contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate therein relates solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict accounts related to services provided for in such Cash Management Agreement or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to requires the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p), which restriction secure an obligation of such Person if a Lien is not applicable granted to any Person other than the acquired Subsidiary, or the properties or assets secure another obligation of any such Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any such Person to (i) of to act as a Restricted Subsidiary to Loan Party; (ii) make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany Loan Party, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or (b) requires the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations (each, a “Restrictive Agreement”), except (A) a Restrictive Agreement as in effect on the Closing Date and shown on Schedule 7.09, (B) in the case of such Person; provided that this clause (iiia)(v) shall not prohibit (x) any negative only, prohibitions on the pledge incurred or provided in favor of any holder of Indebtedness assets subject to a Lien permitted under by Section 6.01 or 6.03(d) solely 7.01 to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate prohibition applies solely to the assets subject thereto. Notwithstanding encumbered by such Lien; (C) in the foregoingcase of clause (a)(v) only, this Section 6.09 will not restrict customary provisions in leases and other contracts restricting assignment thereof; (D) any prohibition or prohibit: (a) customary restrictions imposed pursuant to restriction in an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that required by Applicable Law, (E) any prohibition or restriction in an agreement binding upon a Subsidiary or any of its Subsidiaries at the time such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, Subsidiary is acquired by a Borrower or a Financing Disposition by, to, Subsidiary (other than obligations incurred as consideration in or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness contemplation of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(psuch acquisition), which prohibition or restriction (i) is not applicable to any Person the Borrowers or their other than the acquired Subsidiary, Subsidiaries or the properties or assets of any Personthe Borrowers or their other Subsidiaries and (ii) would not prohibit or restrict such Subsidiary from guarantying the Obligations and granting a Lien on its assets, other than the property or assets of the acquired Subsidiary; (h) provisions with respect in each case to the disposition extent required by Sections 6.13 and 6.14, (F) any prohibition or distribution restriction applicable solely to a Foreign Subsidiary and contained in any agreement governing Indebtedness incurred by such Foreign Subsidiary that is permitted hereunder, and (G) customary provisions of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) governing the assets and other similar agreements entered into in Equity Interests of the ordinary course applicable joint venture or any of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessits Subsidiaries.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a any Restricted Subsidiary of Borrower to make Restricted Payments to the Borrower any Loan Party or 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 a 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 (iiiiv) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iiiiv) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness; or (yb) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, (ii) this Agreement and the other Loan Documents, (iii) (A) the Term Loan Documents so long as the restrictions of the kind referred to in the previous sentence contained therein, taken as a whole, are not materially more restrictive than those contained in the Term 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 whole, are no more restrictive than those contained herein, (iv) customary non-assignment provisions of any contract, lease or license of the Borrower or any Restricted Subsidiary of the Borrower, (v) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions on a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to for the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to sale or disposition of all or substantially all the extent that such restrictions apply only to the property Equity Interests or assets securing of a Subsidiary pending the closing of such Indebtedness; sale or disposition, (cvi) customary provisions restricting subletting or assignment of Contractual Obligations in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; , (dvii) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any documents that represent Indebtedness of a Restricted Subsidiary acquired that is not a Loan Party that is permitted by Section 7.02 to the extent such restriction applies only to such Restricted Subsidiary, (viii) documents that comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted pursuant to under Section 6.03(p)7.02 that are, which restriction is not applicable to any Person other than taken as a whole, in the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets good faith judgment of the acquired Subsidiary; (h) provisions Borrower, no more restrictive with respect to the disposition Borrower or distribution any Restricted Subsidiary than customary market terms for Indebtedness of assets 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 property in joint venture agreements ability to make any payments or grant any Liens required hereunder or (includingvii) any restrictions under any agreement that amends, without limitation, agreements with respect refinances or replaces any agreement containing restrictions permitted under the preceding clauses provided that the terms and conditions are no less favorable taken as a whole to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessRestricted Subsidiary.

Burdensome Agreements. Enter into into, assume or otherwise be bound, or permit any Contractual Obligation with Wholly-Owned Subsidiary to enter into, assume or otherwise be bound, by any Person (Negative Pledge other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledge contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition any Indebtedness that is permitted pursuant to Section 6.05 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or with respect to which such Negative Pledge is no more restrictive on a Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (as determined in good faith by the property (including a Subsidiary) that is subject to that transactionBorrower); (bii) customary restrictions any Negative Pledge required or imposed by by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that Disposition of any Subsidiary or any assets pending such restrictions apply Disposition; provided that, in any such case, the Negative Pledge applies only to the property Subsidiary or the assets securing that are the subject of such IndebtednessDisposition; or (cz) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary provisions restrictions in leases, licenses and other contracts restricting subletting or the assignment of Contractual Obligations thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the ordinary course of businessbusiness to the extent such restrictions shall solely apply to such specified assets; and (dvi) restrictions set forth in that apply only to the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness Equity Interests in, or assets of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or the properties other contracts may be amended from time to time and including any renewal, extension, refinancing or assets of any Personreplacement thereof; provided that, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the disposition or distribution of assets or property in joint venture agreements (includingtype prohibited by this Section 7.09 that are, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions aggregate, more onerous in any material respect on cash a Loan Party or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into any Wholly-Owned Subsidiary than the restrictions, in the ordinary course of businessaggregate, in the original agreement.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement any Loan Document or any other Loan DocumentPermitted Pari Passu Provision) that limits the ability of (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany Loan Party, (ii) of a Restricted any Subsidiary to Guarantee transfer any Unencumbered Pool Property, or the Indebtedness right to receive any income therefrom to any Loan Party, (iii) the Parent or any Subsidiary of the Borrower to Guarantee any Obligations or (iiiiv) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge Unencumbered Pool Property, or the right to receive any income therefrom or proceeds thereof to secure any Obligations, in each case, other than Permitted Property Encumbrances or (y) any Equity Interest of any Direct Owner or any Indirect Owner of any such Direct Owner, or the right to receive any income therefrom or proceeds thereof, in each case, other than Permitted Equity Encumbrances; provided that clauses (i), (ii) and (iv) of this Section 7.07 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 Reporting Entity and that is permitted under Section 6.01 7.01 (provided that such limitation on Negative Pledges shall only be effective against the assets or 6.03(dproperty securing such Indebtedness), (B) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledges contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an any agreement that has been entered into in connection with a Disposition permitted pursuant to by Section 6.05 with respect to the property 7.03 (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply limitation shall only to be effective against the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property that are the subject of Disposition) and (C) limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements (including, without limitation, or other similar agreements with respect applicable to Subsidiaries that are not wholly ownedWholly Owned Subsidiaries; provided, further, that notwithstanding the foregoing, in no event shall any Negative Pledge be permitted with respect to (1) any Unencumbered Pool Property, (2) the Equity Interests of any Direct Owner of an Unencumbered Pool Property (excluding for purposes of this clause (2), limited partnership interests held by RRG B.U.G. Limited Partnership, Mattxxx Xxxup Jay Xxxeet/BUG, LLC and other similar agreements entered into the Sachs Family Partnership, L.P., or their third-party successors and assigns, in their capacities as owners of a Direct Owner of the ordinary course Property identified as One MetroTech Center) or (3) the Equity Interests of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course any Indirect Owner of businessany such Direct Owner.

Burdensome Agreements. Enter Permit Parent, Borrower or any Borrowing Base Property Owner to enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan DocumentDocument or any other document currently in effect) that that: (a) limits the ability (i) of a Restricted Subsidiary Parent, Borrower or any Borrowing Base Property Owner to make Restricted Payments to the Parent, Borrower or any Borrowing Base Property Owner or to otherwise transfer property (except, in each case, customary restrictions on assignments and transfers contained in leases, licenses and other contractual obligations) to Parent, Borrower or any Borrowing Base Property Owner (except for documentation related to Indebtedness secured by Liens permitted under Section 8.01(l) so long as such restriction applies only to the Borrowerassets financed by such Indebtedness), (ii) of a Restricted Subsidiary any Borrowing Base Property Owner, to Guarantee the Indebtedness of the Borrower Borrower, or (iii) of the Parent, Borrower or a Restricted Subsidiary any Borrowing Base Property Owner to create, incur, assume or suffer to exist the Liens arising under the Loan Documents on the property of such Person; provided that this clause Person (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of except for documentation related to Indebtedness secured by Liens permitted under Section 6.01 or 6.03(d8.01(l) solely so long as such restriction applies only to the extent any such negative pledge relates to the property assets financed by or such Indebtedness); (b) requires the subject grant of a Lien to secure an obligation of such Indebtedness or (y) Person if a Lien is granted to secure another obligation of such Person, except, in each case, customary restrictions on assignments and transfers contained in leases, subleases, licenses and other contractual obligations; or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into requires any such Person to grant any Liens (other than Permitted Liens) in the ordinary course of business; (d) restrictions set forth in the Senior Notes and Pledged Equity or any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessBorrowing Base Property.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits the ability of (ia) any Subsidiary of the Borrower that is not a Restricted Subsidiary Guarantor to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower any Guarantor or (iiib) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor Person for the benefit of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 Lenders with respect to the property Obligations or under the Loan Documents, except (including a Subsidiaryi) that is subject to that transaction; (b) customary restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; , (cii) customary provisions in leases, licenses and other contracts restricting subletting the assignment thereof, (iii) customary restrictions and conditions with respect to property to be sold pursuant to a Disposition permitted under Section 7.05 pending the consummation of such Disposition, (iv) any restrictions or assignment conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of Contractual Obligations any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) any restrictions or conditions set forth in any agreement governing Indebtedness incurred or permitted pursuant to Section 7.02 that are not materially more restrictive, taken as a whole, than the terms of the Loan Documents, (vi) restrictions imposed by Indebtedness of a non-Guarantor Subsidiary of the Loan Parties, which Indebtedness is permitted by Section 7.02 (solely to the extent such restrictions only apply to such non-Guarantor Subsidiary and its assets), (vii) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; business and (dviii) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (includingorganizational governance documents, without limitationdepositary agreements, agreements with respect relating to Subsidiaries that are not wholly owned) bank products, and other similar agreements entered into Hedge Agreements, in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements each case, entered into in the ordinary course of business.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person that (other than this Agreement a) encumbers or any other Loan Document) that limits restricts the ability of any such Person to (i) of to act as a Restricted Subsidiary to Loan Party, (ii) make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany Loan Party, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired to secure the Borrower Secured Obligations, or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations, except (A) any such restrictions and conditions imposed by this Agreement or by any Loan Document, (B) in the case of such Person; provided that this clause (iiia)(v) shall not prohibit only, for any document or instrument governing secured Indebtedness incurred pursuant to Section 7.02(c) (x) provided, that, any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely such restriction contained therein relates only to the extent any asset or assets securing such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness), (yC) customary restrictions and conditions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely agreements relating to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the of any property (including a the Equity Interests in any Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that pending such Disposition, provided, that, such restrictions and conditions apply only to the property or assets securing that is to be sold (and the property owned by any Person whose Equity Interests are to be sold) and such Indebtedness; Disposition is permitted under Section 7.05, (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (dD) restrictions set forth in and conditions imposed on any Foreign Subsidiary by the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in terms of any Indebtedness of a such Foreign Subsidiary acquired after permitted to be incurred under Section 7.02, (E) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or the Closing Date permitted pursuant to Section 6.03(p)Gigabyte Acquisition, which encumbrance or restriction is not applicable to any Person other than the acquired SubsidiaryPerson, or the properties or assets of any Person, other than the property Person or the properties or assets of the acquired Subsidiary; Person so acquired, (hF) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) leases and other similar agreements entered into in contracts restricting the ordinary course of business; assignment thereof, and (iG) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.applicable Law. 7.10

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (ia) of a Restricted Subsidiary any Loan Party to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany other Loan Party, (iib) of a Restricted Subsidiary any Loan Party to Guarantee the Indebtedness Obligations of the Borrower any Loan Party or (iiic) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure the Obligations of any Loan Party; provided that this clause (iiii) the foregoing shall not prohibit apply to restrictions and conditions (v) imposed by applicable laws, rules or regulations, (w) existing on the date hereof under the Note Purchase Agreements (or to restrictions and conditions contained in the documentation for other Indebtedness that are no more restrictive than such restrictions and conditions contained in the Note Purchase Agreements), (x) requiring the grant of a Lien to secure an obligation of such Person solely if and to the extent a Lien is granted to secure another obligation of such Person, subject to the last sentence of this Section 7.09, (y) imposed by any negative pledge incurred joint venture, partnership or provided in favor of similar arrangement to which any holder of Indebtedness permitted under Section 6.01 or 6.03(d) Loan Party is a party but solely to the extent that such restrictions or conditions relate to such Loan Party’s ownership interests in the Equity Interests or assets of such joint venture, partnership or similar arrangement, or (z) identified on Schedule 7.09 (but shall apply to any amendment or modification expanding the scope of any such negative pledge relates restriction or condition), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the property financed by sale of any asset or the subject of a Subsidiary pending such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as sale; provided such restrictions relate solely and conditions apply only to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict asset or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) Subsidiary that is subject to that transaction; be sold and such sale is permitted hereunder, and (biii) customary the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to obligations secured Indebtedness by Liens permitted pursuant to Section 6.03 to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; obligations and (cB) customary provisions in leases restricting subletting or the assignment of Contractual Obligations entered into in thereof. In the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or event a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in Loan Party incurs any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness that requires the grant of a Subsidiary acquired after Lien to secure obligations thereunder if a Lien is granted to secure another obligation of such Loan Party, at the Closing Date permitted pursuant time such Lien is granted to Section 6.03(p)secure any of such Indebtedness, which restriction is not applicable to any Person other than then the acquired Subsidiaryrelevant Loan Parties and the Administrative Agent, or and the properties or assets of any PersonRequired Lenders, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (includingextent necessary, without limitationwill make effective provisions whereby the Obligations contemporaneously will be secured by such Lien, agreements equally and ratably with respect to Subsidiaries that are not wholly owned) and all such other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessIndebtedness so secured.

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to otherwise transfer transferring property to or investing in the Borrower, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agents for the benefit of the Lenders and the Agents under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to the Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in any Private Placement Notes or any other senior notes of the property Borrower or its Subsidiaries that are substantively similar to, or less restrictive than, the Private Placement Notes, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable Laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating granting of Liens by Subsidiaries pursuant to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any an agreement governing Indebtedness permitted under Section 7.01(a) and (I) to the extent not permitted under subclauses (A) through (H) above, restrictions pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course aggregate, the U.S. Dollar Equivalent of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessU.S.$25,000,000.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits encumbers or restricts the ability of any such Person to (ia) of to act as a Restricted Subsidiary to Loan Party; (b) make Restricted Payments to the Borrower any Loan Party, (c) pay any Indebtedness or other obligation owed to otherwise transfer any Loan Party, (d) make loans or advances to any Loan Party, or (e) pledge its property or assets pursuant to the BorrowerLoan Documents; except (in respect of any of the matters referred to in clauses (a) through (e) above) 110 CHAR1\1641691v2CHAR1\1779505v1 for (i) this Agreement and the other Loan Documents, (ii) in the case of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iiie) shall not prohibit only, (xA) any negative pledge incurred restrictions or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted pursuant by this Agreement and (B) any Permitted Lien or any document or instrument governing any Permitted Lien; provided, that, with respect to Section 6.03 to the extent that each of clauses (A) and (B), (x) such restrictions or conditions apply only to the property or assets either (I) financed by (or securing) such Indebtedness or (II) subject to such Permitted Lien and (y) such restrictions or conditions do not restrict the Liens of the Administrative Agent securing the Secured Obligations (for purposes of clarification this clause (y) shall not restrict the Borrower and its Subsidiaries from incurring purchase money Indebtedness or Capital Leases so long as the documents governing such Indebtedness; Indebtedness or Capital Lease only restrict the assets or property subject to such Indebtedness or Capital Lease), (ciii) customary restrictions and conditions contained in agreements relating to the sale of a joint venture or Subsidiary or any assets of the Borrower, any Subsidiary or any joint venture pending such sale, provided, that, such restrictions and conditions apply only to the assets, joint venture or Subsidiary to be sold, (iv) customary provisions in leases, subleases, licenses, sublicenses, Joint Venture agreements (created in the ordinary course of business) and other contracts restricting the assignment thereof, (v) customary provisions restricting subletting assignment or assignment transfer of Contractual Obligations any agreement entered into in the ordinary course of business; , (dvi) restrictions set forth any agreement in the Senior Notes and any Permitted Refinancing thereof; effect (e1) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after on the Closing Date permitted pursuant to Section 6.03(p), which restriction or (2) at the time that any joint venture or Subsidiary (or any asset) is not applicable to acquired by the Borrower or any Person other than the acquired Subsidiary, in each case, so long as it was not entered into in contemplation thereof, (vii) restrictions on cash or the properties other deposits imposed by suppliers, landlords, customers, insurance and surety or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements bonding companies under contracts entered into in the ordinary course of business; , (viii) in respect of matters referenced in clauses (b) through (d) above and, to the extent such restrictions apply only to Subsidiaries other than Wholly-Owned Domestic Subsidiaries, clause (e) above, restrictions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as whole (as reasonably determined in good faith by the Borrower) and (ix) restrictions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract instrument or obligations referred to in the foregoing clauses (i) customary restrictions on cash through (viii); provided, that, no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into refinancing is, in the ordinary course good faith judgment of businessthe Borrower, more restrictive (taken as a whole) with respect to such restrictions, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing (taken as a whole).

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person that (other than this Agreement a) encumbers or any other Loan Document) that limits restricts the ability of any such Person to (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower any Note Party or to otherwise transfer property to the BorrowerSubsidiary, (ii) of a Restricted Subsidiary pay any Indebtedness or other obligations owed to Guarantee the Indebtedness of the Borrower any Note Party or Subsidiary, (iii) make loans or advances to any Note Party or Subsidiary, (iv) transfer any of its property to any Note Party or Subsidiary, (v) pledge its property pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Note Party pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the Borrower or a Restricted Subsidiary matters referred to createin clauses (i) through (v) above) for (1) this Agreement and the other Note Documents, incur(2) each of the FP Note Documents and the LM/BP Note Documents; provided, assume or suffer that the restrictions set forth therein are no more restrictive to exist Liens on property of such Person; provided that this clause the Note Parties than the restrictions set forth in the Note Documents, (iii) shall not prohibit (x3) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely Working Capital Facility and related documents; provided, that the restrictions set forth therein, taken as a whole, are no more restrictive to the extent Note Parties than the restrictions set forth in the Note Documents (other than any restrictions unique to a Working Capital Facility or revolving facility), (4) any document or instrument governing Indebtedness incurred pursuant to Sections 9.03(e), provided, that, any such negative pledge restriction contained therein relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property asset or assets securing such Indebtedness; constructed or acquired in connection therewith, (c5) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into by the Issuer or any Subsidiary in the ordinary course of business; , or (d6) customary restrictions set forth and conditions contained in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions agreement relating to Indebtedness of, the sale of any property permitted under Section 9.05 pending the consummation of such sale or a Financing Disposition by, to, or in favor of, (b) requires the grant of any Special Purpose Entity; (f) restrictions set forth in security for any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after obligation if such property is given as security for the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person Obligations other than the acquired SubsidiaryFP Note Documents, or the properties or assets of LM/BP Note Documents and any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessWorking Capital Facility.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other the Loan DocumentDocuments) that (a) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the US Borrower or to otherwise transfer property to the US Borrower, (iib) of a Restricted Subsidiary to Guarantee limits the Indebtedness ability of the US Borrower or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, incur or assume or suffer to exist Liens on property of such Person; provided that this clause , or (iiic) shall not prohibit 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 (x) in the case of (a) and (b), (1) limitations placed on the Dutch Borrower or any negative pledge incurred of its Subsidiaries, or provided any of their respective assets, pursuant to working capital facilities of up to 20,000,000 euro (the "Working Capital Facilities") of the Dutch Borrower and/or its Subsidiaries or (2) property that is financed in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any a transaction governed by such negative pledge relates to the property financed by or the subject of such Indebtedness or Contractual Obligations and not otherwise prohibited hereby, (y) customary restrictions contained in leasesthe case of clause (b) only, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been limitations entered into in connection with a Disposition permitted up to $135,000,000 of aggregate principal amount of Indebtedness of (i) the US Borrower in connection with the US Borrower's Senior Notes issued pursuant to Section 6.05 a certain Note Purchase Agreement to which the US Borrower is a party dated as of March 31, 2003 and any guaranties thereof and (ii) any Foreign Subsidiary that is a Restricted Subsidiary in connection with respect the private placement of Indebtedness and any guaranties thereof having scheduled maturity greater than five years and permitted hereunder, and, in the case of (i) and (ii) above, any replacements or refinancings thereof, including any increases thereof up to the property $135,000,000 limit, and (including a Subsidiaryz) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to in the extent that such restrictions apply only to the property or assets securing such Indebtedness; case of clause (c) customary provisions restricting subletting or assignment of Contractual Obligations only, (i) existing limitations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes connection with existing Indebtedness and any Permitted Refinancing guaranties thereof; (e) restrictions relating to Indebtedness of, and any replacements or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is limitations shall not applicable extend to any Person other than the acquired Subsidiaryincrease of such Indebtedness, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (hii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements limitations entered into in connection with the ordinary course of business; and Working Capital Facilities (iiii) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements limitations entered into in the ordinary course of businessconnection with Indebtedness pursuant to Swap Contracts permitted hereunder and (iv) limitations entered into in connection with Indebtedness in an aggregate principal amount not to exceed $60,000,000, and any refinancings thereof).

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any such Person to (i) of to act as a Restricted Subsidiary to Loan Party; (ii) make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany Loan Party, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the Borrower case of clause (a)(v) only, for any document or a Restricted Subsidiary instrument governing Indebtedness incurred pursuant to createSection 7.02(b), incur(c), assume (e) or suffer to exist Liens on property of such Person(m); provided that this clause any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (iiib) requires the grant of any Lien (other than a Permitted Lien) on property for any Indebtedness if a Lien on such property is given to the Administrative Agent as security for the Secured Obligations; provided however, the foregoing shall not prohibit apply to (xA) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(drestrictions and conditions imposed by Law, (B) solely to restrictions and conditions existing on the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Closing Date identified on Schedule 7.09, (yC) customary restrictions and conditions contained in leases, subleases, licenses or asset agreements relating to the sale arrangements otherwise permitted hereunder so long as of a Subsidiary pending such sale, provided such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions and conditions apply only to the property or assets securing Subsidiary that is to be sold and such Indebtedness; sale is expressly permitted hereunder, (cD) customary provisions restricting subletting or restrictions and conditions on assignment of Contractual Obligations entered into and transfer contained in the ordinary course of business; (d) restrictions set forth in the Senior Notes agreements and any Permitted Refinancing thereof; (e) restrictions licenses relating to Intellectual Property, (E) Indebtedness of, of any Excluded Subsidiary or a Financing Disposition by, to, restrictions and conditions contained in agreements or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in instruments evidencing any Indebtedness of a Subsidiary acquired after the Closing Date Excluded Subsidiaries permitted pursuant to be incurred under Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect 7.02. Notwithstanding anything in Section 7.09 to the disposition contrary, noting herein shall restrict the licensing or distribution sublicensing by the Company or its Subsidiaries of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into Intellectual Property in the ordinary course of business.

Burdensome Agreements. Enter Except as required by any Municipal Contract, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any Contractual Obligation with any Person arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (other than this Agreement or any other Loan Documenta) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to any other Credit Party or otherwise transfer transferring property to or investing in the Borrower or any other Credit Party, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or any other Credit Party or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agents for the benefit of the Lenders and the Agents under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted Permitted Receivables Transaction, (E) any restriction pursuant to an agreement governing Indebtedness permitted under Section 6.05 with respect to the property 7.01, including customary subordination provisions, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (iG) customary in connection with restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessapplicable Laws.

Burdensome Agreements. Enter Except as required by any Municipal Contract, this Agreement, the 2008 NPA or the Bank Credit Agreement, the Company shall not, nor shall it permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation with any Person arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or such Subsidiary from (other than this Agreement or any other Loan Documenta) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower Company or to otherwise transfer transferring property to or investing in the BorrowerCompany, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Company, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Company, (iib) of a Restricted Subsidiary to Guarantee guaranteeing the Indebtedness of the Borrower Company or (iiic) of the Borrower creating or a Restricted Subsidiary to createincurring any lien, incurencumbrance, assume mortgage, pledge, charge, restriction or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred other security interest or provided Lien in favor of an agent for the benefit of the holders other than customary anti-assignment provisions in leases and licensing agreements entered into by the Company or such Subsidiary in the ordinary course of its business, in each case other than (A) any holder restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the disposition, sale, lease or other transfer of Indebtedness the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such disposition, sale, lease or other transfer, (B) any restriction in the form of customary provisions with respect to the disposition, sale, lease or other transfer of Investments held by the Company or a Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 6.01 or 6.03(d) 10.2 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in other senior notes of the property Company or its Subsidiaries that are substantively similar to, or less restrictive than, those restricted under this Agreement or the 2008 NPA and any related notes issued thereunder, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Company or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating granting of Liens by Subsidiaries pursuant to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any an agreement governing Indebtedness permitted under Section 10.1(a) and (I) to the extent not permitted under subclauses (A) through (H) above, restrictions pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and aggregate, $25,000,000 (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into its equivalent in the ordinary course relevant currency of business.payment). Waste Connections, Inc. Note Purchase Agreement

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of Section 7.1, or (b) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower to, or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement (A) in effect on the date hereof and set forth on Schedule 7.9, (B) in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (C) relating to Indebtedness permitted to be incurred under Section 7.2(f) or (i) (in either case, to the extent such limitations on the making of Restricted Payments or otherwise transferring property to or investing in the Borrower or any Guarantor are not more restrictive than similar provisions in this Agreement) or 7.2(h) or (D) that is a Material Contract and contains rights described in the proviso to the definition of “Liens” hereunder, to the extent such rights would have otherwise violated this clause (i), (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to Section 7.2, (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (xS) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (T) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.2(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness, (yU) customary limitations and restrictions contained in in, and limited to, specific leases, subleaseslicenses, licenses conveyances and other contracts, (V) customary non-assignment provisions in purchase and sale or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to exchange agreements or similar operational agreements, which restrict the transfer, assignment or encumbrance of the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cW) customary provisions restricting subletting or assignment of Contractual Obligations any lease governing a leasehold interest of a Restricted Subsidiary or license or sublicense of a Restricted Subsidiary (other than any lease with PES or a Subsidiary thereof); (X) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in the ordinary course of business; business (d) restrictions set forth other than the Material Contracts to the extent in a manner that would have an adverse effect on the rights of the Secured Parties in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereofCollateral); (gY) restrictions set forth in any Indebtedness holder of a Subsidiary acquired after Lien permitted by Section 7.1 restricting the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets transfer of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of businesssubject thereto; and (iZ) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities and conditions contained in any agreement relating to the sale of any property permitted under contracts or other agreements entered into in Section 7.5 pending the ordinary course consummation of business.such sale. 100

Burdensome Agreements. Enter The Borrower shall not, and shall not permit any of its Subsidiaries to enter into or suffer to exist or become effective any Contractual Obligation with any Person consensual encumbrance or restriction on (other than this Agreement or any other Loan Documenta) that limits the ability (i) of a Restricted such Subsidiary to make Restricted Payments to in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or to otherwise transfer property to any other Subsidiary and (b) the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness ability of the Borrower or (iii) of the Borrower or a Restricted Subsidiary any Guarantor to create, incur, assume or suffer to exist Liens on any Lien upon any of its property of such Personto secure the Obligations hereunder; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this clause 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 prohibit 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 negative 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, (vi) the foregoing shall not apply to the Note Purchase Agreements, (vii) the foregoing shall not apply to restrictions and conditions contained in the constituent documents of a Subsidiary that is not a Guarantor, and (viii) the foregoing shall not apply to restrictions and conditions with respect to the pledge incurred of Equity Interests of NRP Trona or provided any non-Wholly Owned Subsidiary or Joint Venture thereof, in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely each case to the extent the granting of a security interest in any of their respective Equity Interests is restricted or prohibited by any shareholder, joint venture or similar agreement (including any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to any Joint Venture owned by any such Person); provided that, nothing in this Section 6.05 6.14 shall limit the Grantors’ representations or obligations under Sections 3.18, 5.13(d) or 5.14, with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessMortgaged Properties.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Material Domestic Subsidiary, Pledged Subsidiary or SDHI to make Restricted Payments to the Borrower Borrower, any Pledgor Subsidiary or any Guarantor or to otherwise transfer property to the Borrower, any Pledgor Subsidiary or any Guarantor, (ii) of a Restricted any Material Domestic Subsidiary or any Pledgor Subsidiary to Guarantee the Indebtedness of the Borrower or any Guarantor or (iii) of the Borrower Borrower, any Pledgor Subsidiary or a Restricted any Material Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that, so long as the following do not violate Section 7.12, (A) none of the foregoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as a whole) could not reasonably be expected to have a Material Adverse Effect), (B) none of the foregoing shall apply to customary restrictions and conditions contained in agreements relating to the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, provided that this clause such restrictions and conditions apply only to the Person whose assets or Equity Interests are to be sold, (C) clauses (i) and (iii) shall not prohibit apply to restrictions or conditions imposed on specific assets which are the subject of any leases (including Capital Leases) or to customary provisions in leases (including Capital Leases) and other contracts restricting the assignment of such leases and other contracts, (D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as such restrictions are in effect on the date hereof) and (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict (x) any negative pledge incurred Loan Party’s or provided Material Domestic Subsidiary’s ability to grant Liens in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by Administrative Agent and Secured Parties (or the subject of Administrative Agent and Secured Party’s ability to enforce such Indebtedness Liens) under or in connection with the Loan Documents or (y) customary restrictions contained in leases, subleases, licenses any Loan Party’s or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely Material Domestic Subsidiary’s ability to guarantee the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict Obligations; or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating requires the grant of a Lien to secured Indebtedness permitted pursuant secure an obligation of such Person if a Lien is granted to Section 6.03 to secure the extent that such restrictions apply only to Obligations, other than the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth requirements contained in the Senior Notes and any Permitted Refinancing thereof; Indentures (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or as such requirements are in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereofeffect on the date hereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.”

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan DocumentDocument or Term Loan Documentthe Senior Notes Documents) that limits the ability (ia) of a any Restricted Subsidiary of the Borrower to make Restricted Payments to the Borrower or any 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, (iiiii) 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 a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower business or (iiivi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (b) of the Borrower or a Restricted Subsidiary any Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause Person for the benefit of the Lenders with respect to the Revolving Credit Facility and the Obligations or under the Loan Documents except for (iiii) shall not prohibit (x) any negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03(b)(v) but solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness, (yii) customary restrictions contained in on leases, subleases, licenses or asset sale arrangements agreements otherwise permitted hereunder hereby so long as such restrictions may relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (aiii) customary restrictions imposed pursuant to an agreement contained in the Specified Refinancing Debt (provided that has been entered into such restrictions do not restrict the Liens securing the Obligations or the first priority status thereof), (iv) restrictions arising in connection with a Disposition cash or other deposits permitted pursuant under Sections 7.01 or 7.02 and limited to Section 6.05 with respect to the property such cash or deposit, or (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cv) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements agreement entered into in the ordinary course of business.

Burdensome Agreements. Enter into into, permit any Subsidiary to enter into, or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments or other distributions to the Borrower any Loan Party or to otherwise transfer property to the Borroweror invest in a Loan Party, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or Secured Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Borrower Loan Parties or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson in favor of the Collateral Agent; provided provided, however, that this clause (iiiiv) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(dand in accordance with clauses (e) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or 109 Indebtedness), (yg), (h) customary restrictions contained in leases(solely to the extent any such negative pledge relates to the Subsidiary acquired pursuant to a Permitted Acquisition), subleases, licenses or asset sale arrangements otherwise permitted hereunder (j) (so long as such restrictions relate negative pledge permits Liens in accordance with Section 7.01(p) and any intercreditor agreement applicable to the Permitted Senior Debt) or (k) (solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect extent any such negative pledge relates to the property (including a Subsidiaryfinanced by or the subject of such Indebtedness) that is subject to that transactionof Section 7.03; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that (x) the foregoing shall not apply to restrictions and conditions imposed by applicable Law, (y) the foregoing shall not apply to customary restrictions imposed by any agreement and conditions contained in agreements relating to secured Indebtedness the sale of a Subsidiary permitted pursuant to Section 6.03 to the extent hereunder pending such sale, provided, that such restrictions and conditions apply only to the property or assets securing such Indebtedness; Subsidiary that is to be sold and (cz) clause (a)(iv) of this Section shall not apply to customary provisions in leases restricting subletting the assignment thereof or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness granting of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessleasehold mortgage thereon.

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, the 2016 NPA, this Agreement or the Bank Credit Agreement, the Company shall not, nor shall it permit any other Loan Documentof its Subsidiaries to, enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower Company or to otherwise transfer transferring property to or investing in the BorrowerCompany, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Company, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Company, (iib) of a Restricted Subsidiary to Guarantee guaranteeing the Indebtedness of the Borrower Company or (iiic) of the Borrower creating or a Restricted Subsidiary to createincurring any lien, incurencumbrance, assume mortgage, pledge, charge, restriction or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred other security interest or provided Lien in favor of an agent for the benefit of the holders other than customary anti-assignment provisions in leases and licensing agreements entered into by the Company or such Subsidiary in the ordinary course of its business, in each case other than (A) any holder restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the disposition, sale, lease or other transfer of Indebtedness the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such disposition, sale, lease or other transfer, (B) any restriction in the form of customary provisions with respect to the disposition, sale, lease or other transfer of Investments held by the Company or a Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 6.01 or 6.03(d) 10.2 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in other senior notes of the property Company or its Subsidiaries that are substantively similar to, or less restrictive than, those restricted under this Agreement or the 2016 NPA and any related notes issued thereunder, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Company or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating granting of Liens by Subsidiaries pursuant to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any an agreement governing Indebtedness permitted under Section 10.1(a) and (I) to the extent not permitted under subclauses (A) through (H) above, restrictions pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and aggregate, $25,000,000 (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into its equivalent in the ordinary course relevant currency of business.payment). Waste Connections, Inc. Note Purchase Agreement

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability of (ia) of a Restricted Subsidiary any Required Consolidated Party to make Restricted Payments to the Borrower or any Guarantor, (b) any Required Consolidated Party to otherwise transfer property to the Borrower, Borrower or any Guarantor or (iic) of a Restricted any Subsidiary (other than an Excluded Subsidiary) to Guarantee the Indebtedness of the Borrower or Obligations; provided, however, that (iiii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iiia) above shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions limitations on Restricted Payments contained in leasesthe Existing Note Indenture as in effect on the Closing Date or any other indenture containing similar limitations on Restricted Payments, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to limitations are no more onerous, taken as a whole, than the assets subject thereto. Notwithstanding limitations on Restricted Payments contained in the foregoing, this Section 6.09 will not restrict or prohibit: Existing Note Indenture as in effect on the Closing Date; (ii) clauses (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; and (b) above shall not apply to customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into limitations on Restricted Payments contained in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness constituent documents of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and or other similar agreements entered into in the ordinary course of businessbusiness that are applicable solely to a non-Wholly-Owned Subsidiary; (iii) clause (b) above shall not prohibit any Negative Pledge (x) incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Parent and that is permitted under Section 7.03 (provided that such Negative Pledge shall only be effective against the assets or property securing such Indebtedness) or (y) 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 property that are the subject of Disposition), (iv) clauses (a) and (b) above shall not apply to restrictions in Indebtedness permitted pursuant to this Agreement so long as such restrictions are no more onerous than the restrictions in this Agreement; (v) clauses (a) and (b) above shall not apply to any encumbrance or restriction contained in the terms of any agreement relating to Indebtedness permitted to be incurred by a Required Consolidated Party under this Agreement, if (x) either (1) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a covenant default contained in such Indebtedness or agreement or (2) the applicable Required Consolidated Party determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect any Required Consolidated Party’s ability to perform its obligations under this Agreement and (y) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings or agreements (as determined by the Board of Directors of the applicable Required Consolidated Party in good faith), and any refinancing thereof, so long as such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Lenders than encumbrances and restrictions with respect to such Required Consolidated Party contained in such predecessor Indebtedness or agreements; (vi) clauses (a) and (b) above shall not apply to any encumbrance or restriction with respect to a Required Consolidated Party pursuant to an agreement relating to any Indebtedness incurred by such Required Consolidated Party on or prior to the date on which such Required Consolidated Party was acquired by another Required Consolidated Party (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Required Consolidated Party became a Required Consolidated Party or was acquired by another Required Consolidated Party) and outstanding on such date, and any refinancing thereof, so long as such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Lenders than encumbrances and restrictions with respect to such Required Consolidated Party contained in such predecessor agreements; (vii) clause (a) above shall not apply to any encumbrance or restriction pursuant to customary restrictions contained in any agreements governing any Non-Recourse Indebtedness of a Required Consolidated Party that are applicable solely to the Required Consolidated Party or Required Consolidated Parties that are the borrowers or guarantors of such Non-Recourse Indebtedness; (viii) clauses (a) and (b) above shall not apply to any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests or licenses of intellectual property to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder; and (iix) customary restrictions on cash clauses (a) and (b) above shall not apply to any encumbrance or other deposits restriction arising or net worth imposed by customers or government authorities under contracts or other agreements entered into agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of any Required Consolidated Party in a manner material to the Required Consolidated Parties, taken as a whole, or materially affect any Required Consolidated Party’s ability to perform its obligations under this Agreement.

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to otherwise transfer transferring property to or investing in the Borrower, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agents for the benefit of the Lenders and the Agents under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to the Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in any senior notes of the property Borrower or its Subsidiaries that are substantively similar to, or less restrictive than, the Borrower’s senior notes outstanding as of the Closing Date, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable Laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; granting of Liens by Subsidiaries pursuant to an agreement governing Indebtedness permitted under Section 7.01(a), (eI) restrictions relating to in any agreement(s) governing Indebtedness of, of the Borrower or a Financing Disposition by, its Subsidiaries that are substantively similar to, or less restrictive than, this Agreement as in favor ofeffect from time to time and (J) to the extent not permitted under subclauses (A) through (I) above, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of the Borrower or a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course aggregate, the U.S. Dollar Equivalent of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessU.S.$200,000,000.

Burdensome Agreements. Enter The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability right (ia) of a Restricted such Subsidiary to make Restricted Payments Distributions to the Borrower Company or any Subsidiary Guarantor or to otherwise transfer property to the BorrowerCompany or any Subsidiary Guarantor, (iib) of a Restricted any Subsidiary of the Company to Guarantee guarantee the Indebtedness of the Borrower Company or (iiic) of the Borrower Company or a Restricted any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person; provided that , in each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this clause Agreement pending the consummation of such sale or other disposition, (iii) shall not prohibit this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted ANNEX A-35 (Amended and Restated Note Purchase Agreement) pursuant to Section 10.5) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d10.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (vii) restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent (x) the sale or other disposition of such property or Person is not prohibited by this Agreement and (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting Person to be sold or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness otherwise disposed of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan DocumentDocument and the Senior Subordinated Notes Indenture) that (A) limits the ability (i) of a Restricted any Subsidiary of Holdings to make Restricted Payments to the either Borrower or any Subsidiary Guarantor or to otherwise transfer property to either Borrower or any Subsidiary Guarantor except for such encumbrances or restrictions existing under or by reason of (a) any restrictions with respect to a Subsidiary of Holdings imposed pursuant to an agreement that has been entered into in connection with the BorrowerDisposition of all or substantially all of the Equity Interests or assets of such Subsidiary; (b) agreements governing Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such restrictions than those contained in such agreements on the date hereof; (c) customary non-assignment provisions in contracts entered into in the ordinary course of business; (d) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; (e) Liens permitted by Section 7.01 that limit the right of the Borrower or any Subsidiary of Holdings to dispose of the assets subject to such Liens; (f) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, asset sale agreements, agreements in respect of sales of Equity Interests and other similar agreements entered into in connection with transactions not prohibited under this Agreement, provided that such encumbrance or restriction shall only be effective against the assets or property that are the subject of such agreements; and (g) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any Subsidiaries of Holdings as in effect at the date of such acquisition, which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the properties or assets of such Person, so acquired, (ii) of a Restricted Subsidiary any Guarantor to Guarantee the Indebtedness of the either Borrower or (iii) of the either Borrower or a Restricted any Subsidiary of Holdings to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause , other than (iii) shall not prohibit (xa) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transactionIndebtedness; (b) customary restrictions imposed by in connection with any agreement relating to secured Indebtedness other Lien permitted pursuant to under Section 6.03 to the extent 7.01 or any document or instrument governing any such Lien, provided that such restrictions apply prohibition or limitation shall only be effective against the assets subject to the property or assets securing such IndebtednessLien; (c) pursuant to customary restrictions and conditions contained in any agreement related to the disposition of any property permitted under Section 7.05, pending the consummation of such disposition, provided that such prohibition or limitation shall only be effective against the assets to be disposed of; (d) customary non-assignment provisions restricting subletting in leases, licenses or assignment other contracts entered into in the ordinary course of Contractual Obligations business, provided that such prohibition or limitation shall only be effective against the property which is the subject of such lease, license or other contract; and (e) any negative pledge with respect to motor vehicles contained in a contract or agreement with a Governmental Authority entered into in the ordinary course of business; or (dB) restrictions set forth in requires the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p), which restriction secure an obligation of such Person if a Lien is not applicable granted to any Person other than the acquired Subsidiary, or the properties or assets secure another obligation of any such Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement Agreement, or any other Loan Document or any Subordinated Note Document) that limits the ability (ia) of any Subsidiary that is not a Restricted Subsidiary Loan Party to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the BorrowerBorrower or any Guarantor, (iib) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower Specified CompaniesBorrower or (iiic) of the Borrower Specified CompaniesBorrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause clauses (iiia) through (c) shall not prohibit apply to (xi) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(mk) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (ii) any agreement in effect (x) on the date hereof and set forth on Schedule 7.09 or (y) customary restrictions contained in leasesat the time any Subsidiary becomes a Subsidiary of the Specified CompaniesBorrower, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to agreement was not entered into in contemplation of such Person becoming a Subsidiary of the assets subject thereto. Notwithstanding the foregoingBorrower, this Section 6.09 will not restrict or prohibit: (aiii) customary restrictions imposed pursuant to an agreement that has been entered into and conditions contained in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured the sale, lease, license or other Disposition of any property not prohibited by this Agreement pending the consummation of such sale, disposition or during the term of such lease or license, (iv) customary restrictions that arise in connection with any Lien permitted by Section 7.02 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien, (v) agreements, instruments or other arrangements pertaining to other Indebtedness permitted pursuant to Section 6.03 to hereby so long as it is not, in the extent Borrower’s good faith judgment, materially more restrictive or burdensome in respect of the foregoing activities than the Loan Documents (provided that such restrictions apply only to would not materially and adversely affect the property exercise of rights or assets securing such Indebtedness; (c) customary provisions restricting subletting remedies of the Administrative Agent or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and Lenders hereunder or restrict any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth Loan Party in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after manner from performing its obligations under the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly ownedLoan Documents) and other similar agreements entered into in the ordinary course of business; and (ivi) customary restrictions on cash or other deposits (including escrowed funds) imposed under contractual obligations of the Specified Companies and their respectiveBorrower and its Subsidiaries; provided that such restrictions and encumbrances apply only to such Loan Party or net worth imposed by customers Subsidiary and to any Equity Interests in such Loan Party or government authorities under contracts or other agreements entered into in the ordinary course of businessSubsidiary.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan Document, or any Secured Cash Management / Other Facility Agreement) that (a) limits the ability (i) of a Restricted Subsidiary any Loan Party to make Restricted Payments to the Borrower Company or any other Loan Party or to otherwise transfer property to the BorrowerCompany or any other Loan Party, (ii) of a Restricted Subsidiary any Loan Party to Guarantee the Indebtedness of the Borrower Obligations or (iii) of the Borrower Company or a Restricted Subsidiary any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) by this Agreement solely to the extent any such negative pledge relates to only the property financed by securing such Indebtedness; or (b) requires the subject grant of a Lien to secure an obligation of such Indebtedness or Person if a Lien is granted to secure another obligation of such Person; provided that this Section 7.09 shall not restrict the Company and its Subsidiaries from entering into (yA) Contractual Obligations containing customary restrictions limitations on Liens contained in leasesany agreement with respect to Indebtedness incurred pursuant to Section 7.03(l) that are based upon an incurrence based financial test that is no more restrictive than the financial ratio requirements set forth in Section 7.11, subleases, licenses or asset sale arrangements otherwise permitted hereunder (B) the documentation for the Senior Unsecured Notes Due 2022 and any documentation for the Additional Senior Notes so long as such restrictions relate solely the provisions with respect to any Additional Senior Notes are of the assets subject thereto. Notwithstanding the foregoing, type referred to in this Section 6.09 will not restrict or prohibit: 7.09 contained in such documentation are no more restrictive on the Company and its Subsidiaries than the corresponding provisions of the documentation for the Senior Unsecured Notes Due 2022 executed on the Closing Date and any such documentation referred to in this clause (aB) customary restrictions imposed permits, as of the date of execution thereof, Liens to secure the Obligations hereunder as well as the increases in Commitments contemplated pursuant to an agreement that has been Section 2.18, (C) Contractual Obligations entered into in connection with a Disposition permitted Permitted Minority Investments and Permitted JV Acquisitions containing customary limitations on the ability of any Person acquired pursuant to Section 6.05 with respect a Permitted JV Acquisition or a Permitted Minority Investment to make Restricted Payments, Guarantee the Obligations and incur Liens, solely to the extent such Contractual Obligations are limited to the Person acquired in connection with such Permitted JV Acquisition or Permitted Minority Investment, as the case may be, and are applicable only for so long as such Person is not a wholly owned Subsidiary; provided that, for purposes hereof, the Person acquired shall include any Subsidiary that is not a Loan Party that issues its Equity Interests as permitted hereby in connection with such Permitted JV Acquisition or Permitted Minority Investment, as the case may be, (D) (x) Contractual Obligations that restrict in a customary manner the subletting, assignment or transfer of any property (including a Subsidiary) or asset that is subject to that transaction; a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement or (by) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) Contractual Obligations related to the extent sale of assets permitted hereunder that such restrictions apply only to the property assets being sold and do not restrict the Administrative Agent’s or Australian Collateral Agent’s (as applicable) Liens on such assets securing prior to their sale, (F) any encumbrance or restriction pursuant to Swap Contracts; provided that any such Indebtedness; restrictions or conditions permit compliance with Section 6.13, (cG) customary provisions restricting subletting or assignment of any Contractual Obligations Obligation in effect at the time a Person becomes a Subsidiary, so long as such Contractual Obligation was not entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, connection with or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness contemplation of such Person becoming a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)Subsidiary, which restriction or Lien is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Personthe Loan Parties, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (includingSubsidiary so acquired, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (iH) customary Liens or restrictions on cash arising or other deposits existing by reason of applicable Law or net worth imposed any applicable rule, regulation or order, or required by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessany regulatory authority.

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to otherwise transfer transferring property to or investing in the Borrower, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agents for the benefit of the Lenders and the Agents under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to the Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in any Private Placement Notes or any other senior notes of the property Borrower or its Subsidiaries that are substantively similar to, or less restrictive than, the Private Placement Notes, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable Laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating granting of Liens by Subsidiaries pursuant to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any an agreement governing Indebtedness permitted under Section 7.01(a) and (I) to the extent not permitted under subclauses (A) through (H) above, restrictions pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course aggregate, the U.S. Dollar Equivalent of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessU.S.$100,000,000.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) (a) that limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided that the foregoing shall not apply to (i) restrictions and conditions (w) imposed by law or by any Loan Document, (x) existing on the date hereof identified on Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (y) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any of its Subsidiaries pending such Disposition, provided such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (z) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof; (b) that limits the ability of any Subsidiary (other than a Restricted Foreign Subsidiary that is not required to Guarantee deliver a Guaranty pursuant to Section 6.15) to guaranty the Indebtedness Obligations, or (c) that limits the ability of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided Person to secure the Obligations, except to the extent such Liens are not required by clauses (i) through (v) of Section 6.17(a), provided, however, that this clause (iiic) shall not prohibit (x) any a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.04(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in that requires the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after Lien to secure an obligation of a Company if a Lien is granted to secure the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessObligations.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with that prohibits or otherwise restricts the existence of any Person (other than this Agreement or Lien upon any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer its property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any holder security for any obligation if such property is given as security for the Obligations, except (a) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of Indebtedness any property permitted under Section 6.01 or 6.03(d) solely to 8.05, pending the extent any such negative pledge relates to the property financed by or the subject consummation of such Indebtedness or sale, (yd) customary restrictions contained on the assignment or transfer in leases, subleases, licenses or asset sale arrangements sublicense, (e) customary provisions in joint venture agreements permitted hereunder and other similar agreements applicable to joint ventures that are applicable solely to such joint venture otherwise permitted hereunder hereunder, (f) agreements, documents, instruments or acknowledgments with Governmental Authorities consistent with restrictions imposed by applicable Laws, (g) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary in accordance with the terms of this Agreement, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary, (h) restrictions relate solely on the property of any Foreign Subsidiary pursuant to the assets subject thereto. Notwithstanding the foregoingterms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, this Section 6.09 will not restrict (i) restrictions on cash, Cash Equivalents or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions other deposits imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations customers under contracts entered into in the ordinary course of business; business and (dj) any restrictions set forth in the Senior Notes and on Liens imposed by any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness ofamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets refinancings of the acquired Subsidiary; contracts, instruments or obligations referred to in clauses (ha) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and through (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessabove.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan DocumentDocument or the documents governing the New Second Lien Notes existing on the Restatement Effective Date or the date that the New Second Lien Notes are initially issued and any Indebtedness permitted by Section 7.04(d); provided, that, such Indebtedness permits the Obligations, each Guaranty, and the Liens securing such Obligations) (a) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided, that, the foregoing shall not apply to (i) restrictions and conditions (A) imposed by law or by any Loan Document, (B) existing on the date hereof identified on Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any Restricted Subsidiaries pending such Disposition; provided, that, such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (D) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof, (b) that limits the ability of a the MLP or any Restricted Subsidiary (other than a Foreign Subsidiary that is not required to Guarantee deliver a Guaranty pursuant to Section 6.14) to guaranty the Indebtedness Obligations, or (c) that limits the ability of the MLP, the Borrower or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure the Obligations, except to the extent such Liens are not required by clause (i) through clause (vi) of Section 6.16(a); provided provided, however, that this clause (iiic) shall not prohibit (x) any a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 7.04(e) or 6.03(dSection 7.04(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in that requires the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after Lien to secure an obligation of a Loan Party if a Lien is granted to secure the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessObligations.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 7.02(j) or 6.03(d) any Synthetic Lease Obligation permitted under Section 7.15 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or such Synthetic Lease Obligation, as the case may be; or (yb) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents and any other Contractual Obligation in effect on the date hereof, (iii) customary non-assignment provisions of any contract or lease governing a leasehold or 101 ownership interest of the Borrower or any Subsidiary of the Borrower, (iv) customary net worth provisions contained in leases and other agreements entered into by a Subsidiary of the Borrower in the ordinary course of business, (v) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely with respect to a Subsidiary of the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed Borrower pursuant to an agreement that has been entered into for the sale or disposition (not otherwise prohibited by the Loan Documents) of all or substantially all of the Equity Interests in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property such Subsidiary, (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cvi) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into relating solely to the securities, assets and revenues of such joint venture or other business venture, (vii) the Subordinated Notes Documents as in effect on the date hereof, (viii) any agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement in effect on the date hereof or referred to in clause (i)(B) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the ordinary course aggregate, materially less favorable to the Borrower as determined by the Board of business; Directors of the Borrower in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the agreement governing the refinanced Indebtedness and (iix) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessconnection with Qualified Receivables Transactions.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (ia) of a any Restricted Subsidiary to make Restricted Payments to the 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 BorrowerClosing Date and described on Schedule 7.09, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Dutch Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Dutch Borrower, (iii) any agreement representing Indebtedness of a Restricted Subsidiary to Guarantee the Indebtedness of the Dutch Borrower 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), (viii) customary net worth provisions contained in real property leases entered into by the Borrowers and the other Restricted Subsidiaries in the ordinary course of business, so long as the Dutch Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrowers and the other Restricted Subsidiaries to meet their ongoing obligations, (ix) any restrictions regarding licenses or sublicenses by the Borrowers and the other Restricted Subsidiaries 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 the Dutch Borrower 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 the Dutch Borrower 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 (iiiother than Holdings) of the Borrower or a 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 Loan Documents except for (i) any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at any time any Restricted Subsidiary becomes a Subsidiary of the Dutch Borrower, or any agreement assumed in connection with the acquisition of assets from any Person; provided that this clause , so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Dutch Borrower or of the acquisition of assets from such Person and applies solely to such acquired assets, (iii) shall not prohibit (x) any negative pledge incurred or provided 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 6.01 or 6.03(d) 7.03(b)(v), Indebtedness permitted under Section 7.03(b)(xiii), but in each case solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness, (yiv) customary restrictions contained in leases, subleases, licenses or asset sale arrangements agreements otherwise permitted hereunder hereby so long as such restrictions relate solely to the assets subject thereto. Notwithstanding , (v) in each case so long as such restrictions are no broader in scope than those contained in the foregoingSenior Secured Notes, this Section 6.09 will customary restrictions contained in the (A) Senior Notes and Senior Secured Notes (and any Permitted Refinancing thereof), (B) Permitted Additional Debt (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 do not restrict the Liens securing the Obligations or prohibit: the senior priority status thereof (ait being understood that any such Indebtedness shall be permitted to be secured on a pari passu basis or junior with the Obligations to the extent permitted hereunder), (vi) customary restrictions imposed pursuant to an agreement that has been entered into arising in connection with a Disposition cash or other deposits permitted pursuant under Sections 7.01 or 7.02 and limited to Section 6.05 with respect to the property such cash or deposit, (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cvii) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into in the ordinary course of business; , (dviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) restrictions set forth contained in the Senior Notes and any Permitted Refinancing thereof; Surviving Debt documents (e) as amended, so long as such restrictions relating to Indebtedness of, or a Financing Disposition by, to, or are not expanded in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(pscope), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (hx) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements applicable to joint ventures entered into in the ordinary course of business; business relating to the assets and Equity Interests of such Joint Venture, (xi) restrictions imposed by applicable Law, (xii) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vii) or Section 7.03(b)(xv) or, to the extent it constitutes Indebtedness of a type permitted under Section 7.03(b)(vii), 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 and (ixiii) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into contained in the ordinary course of businessIndebtedness permitted pursuant to Section 7.03(b)(vi).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan DocumentDocument or any First Lien Loan Document or any documentation in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(N) hereof) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof 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 Subsidiary other than a Restricted Non-CFC Foreign Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary other than a Restricted Non-CFC Foreign Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided provided, however, that this clause (iiia)(iii) shall not prohibit (x1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(b)(E) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (2) any negative pledge incurred or provided in connection with any Lien permitted by Section 7.01 or any document or instrument governing any Lien permitted by Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien permitted by Section 7.01, and (y3) customary restrictions and conditions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness the sale of any property permitted pursuant to under Section 6.03 to 7.05 pending the extent consummation of such sale; and provided further that such restrictions apply only to the property or assets securing such Indebtedness; clauses (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(pa)(i), which restriction is (ii) and (iii) above shall not applicable apply to any Person other than the acquired Subsidiary, or the properties or assets Contractual Obligation of any Person, other than the property Foreign Subsidiary as long as such Contractual Obligation by its terms may be terminated by such Foreign Subsidiary at its option (whether or assets not such termination requires payment of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessadditional consideration).

Burdensome Agreements. Enter The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability right (ia) of a Restricted such Subsidiary to make Restricted Payments Distributions to the Borrower Company or any Subsidiary Guarantor or to otherwise transfer property to the BorrowerCompany or any Subsidiary Guarantor, (iib) of a Restricted any Subsidiary of the Company to Guarantee guarantee the Indebtedness of the Borrower Company or (iiic) of the Borrower Company or a Restricted any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person; provided that , in each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this clause Agreement pending the consummation of such sale or other disposition, (iii) shall not prohibit this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k)), any document or instrument Annex A-35 (Amended and Restated Note Purchase Agreement) evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d10.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (vii) restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent (x) the sale or other disposition of such property or Person is not prohibited by this Agreement and (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting Person to be sold or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness otherwise disposed of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower Company or any other Loan Party or to otherwise transfer property to the BorrowerCompany or any other Loan Party, except in each case for any agreement in effect on the date hereof and set forth on Schedule 7.09, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Company or any other Borrower or (iii) of the Borrower Company or a any 143 119889268 Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure the Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations; provided provided, however, that this clause Section 7.09 shall not prohibit any restriction or requirement existing under or by reason of (i) applicable Law, (ii) any agreement relating to secured Indebtedness permitted under Section 7.03(g) to the extent relating to the property financed by or the subject of such Indebtedness, (iii) shall not prohibit any agreement relating to secured Indebtedness permitted under Section 7.03(h) if such agreement (x) exists at the time the applicable Person becomes a Subsidiary of the Company, (y) is not entered into solely in contemplation of such Person’s becoming a Subsidiary of the Company and (z) does not extend to the assets of any Person other than the Person becoming a Subsidiary of the Company, (iv) any negative pledge incurred or provided restriction on Liens in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to 7.03 if the extent any such negative pledge relates to the property financed by or the subject terms of such Indebtedness expressly permit Liens for the benefit of the Lenders with respect to the Obligations on a senior basis and do not require that such holders of such Indebtedness be secured by such Liens equally and ratably, (v) customary non-assignment provisions with respect to leases or licensing agreements entered into by any Borrower or any of its Subsidiaries, (yvi) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely an agreement related to the assets subject thereto. Notwithstanding sale of property (to the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition extent such sale is permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary7.05) that is subject to that transaction; limit the transfer of such property pending the consummation of such sale, (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cvii) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into in the ordinary course of a business; , (dviii) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and or other similar agreements entered into applicable to joint ventures, (ix) customary restrictions contained in Indebtedness incurred pursuant to Section 7.03(i) (provided that such restrictions (A) are not, taken as a whole, materially more restrictive (as determined by the ordinary course of business; Company in good faith) than similar restrictions contained in this Agreement and (iB) are applicable only to Foreign Subsidiaries), (x) applicable Law, or (xi) customary restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or government authorities landlords or required by insurance, surety or bonding companies, in each case, under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or , any other Loan DocumentDocument or the documents governing the MLP Senior Notes existing on the Ninth Amendment Effective Date and any Indebtedness permitted by Section 7.04(d), provided that such Indebtedness permits the Obligations, each Guaranty, and the Liens securing such Obligations) (a) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided, that the foregoing shall not apply to (i) restrictions and conditions (A) imposed by law or by any Loan Document, (B) existing on the date hereof identified on Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any Restricted Subsidiaries pending such Disposition, provided such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (D) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof, (b) that limits the ability of a the MLP or any Restricted Subsidiary (other than a Foreign Subsidiary that is not required to Guarantee deliver a Guaranty pursuant to Section 6.14) to guaranty the Indebtedness Obligations, or (c) that limits the ability of the MLP, the Borrower or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely Person to secure the Obligations, except to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that Liens are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.not

Burdensome Agreements. Enter into or be a party to any Contractual Obligation with any Person (other than this Agreement or and any other Loan Document) that limits the ability (ia) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (iib) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iiic) of the Borrower Limited or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor . The provisions of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 7.09 will not restrict apply to encumbrances or prohibit: restrictions existing under or by reason of (ai) customary restrictions imposed pursuant to an agreement that has been the Guaranteed Senior Note Agreement, the Bank Credit Agreement, the Senior Notes, the Senior Notes Agreement, or agreements, instruments and documents entered into in connection with Indebtedness permitted under Section 7.03(e), (g) or (h) and any restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Disposition permitted pursuant to Section 6.05 whole, with respect to the property such dividend and other payment restrictions than those contained in such Contractual Obligations, (including a Subsidiaryii) that is subject to that transaction; applicable Laws, and (biii) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary non-assignment provisions restricting subletting or assignment of in Contractual Obligations entered into in the ordinary course of business; business and consistent with past practices, (div) purchase money obligations permitted under this Agreement that impose restrictions set forth on the property so acquired, (v) Contractual Obligations in respect of the Senior Notes and common stock of Genio Holdings, Inc., (vi) any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness agreement for the Disposition of a Subsidiary or assets of a Subsidiary that restricts distributions, the transfer of, or a Financing encumbrances on such assets by that Subsidiary pending its Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions agreement entered into with respect to the disposition assets acquired or distribution disposed of assets in connection with an Acquisition or property in joint venture agreements (includingDisposition, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (ivii) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in Liens securing Indebtedness that limit the ordinary course right of businessthe debtor to dispose of the assets subject to such Lien.

Burdensome Agreements. Enter into any Contractual Obligation with any Person that (other than this Agreement or any other Loan Documenta) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure its obligations under the Loan Documents to which it is a party; provided provided, however, that this clause (iii) shall not prohibit (x1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y2) any negative pledge incurred or provided in favor of any holder of any Public Indebtedness permitted under Section 7.03(e); or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, provided that this clause (b) shall not prohibit the requirement of granting a pari passu Lien in favor of any holder of any Public Indebtedness permitted under Section 7.03(e) if the Obligations hereunder are required to be secured; provided, further, however, the foregoing shall not apply to (w) restrictions imposed by Law, this Agreement or any other Loan Documents or the Senior Notes, (x) customary restrictions and conditions contained in leasesagreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as provided such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions and conditions apply only to the property or assets securing Subsidiary that is sold and such Indebtedness; sale is permitted hereunder, (cy) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness ofleases, or a Financing Disposition bypartnership agreements, tolimited liability company organizational governance documents, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; business that restrict the transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person and (iz) with respect to clause (iii) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into provisions in leases restricting the ordinary course of businessassignment thereof.

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to otherwise transfer transferring property to or investing in the Borrower, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to the Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in any senior notes of the property Borrower or its Subsidiaries that are substantively similar to, or less restrictive than, the Borrower’s senior notes outstanding as of the Closing Date, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable Laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; granting of Liens by Subsidiaries pursuant to an agreement governing Indebtedness permitted under Section 7.01(a), (eI) restrictions relating to in any agreement(s) governing Indebtedness of, of the Borrower or a Financing Disposition by, its Subsidiaries that are substantively similar to, or less restrictive than, this Agreement or the Revolving Credit and Term Loan Agreement, in favor ofeach case, any Special Purpose Entity; as in effect from time to time and (fJ) to the extent not permitted under subclauses (A) through (I) above, restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of the Borrower or a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course aggregate, the U.S. Dollar Equivalent of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business$100,000,000.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with (including under any Person (other than this Agreement or any other Loan DocumentMaterial Contract) that encumbers or restricts (or has the effect of restricting) or limits the ability of any such Person (i) including in the case of a Restricted Subsidiary default thereunder or a termination thereof) to (a) make Restricted Payments to the Borrower any Note Party, (b) pay any Indebtedness or other obligations owed to otherwise any Note Party, (c) make loans or advances to any Note Party, (d) transfer any of its property to any Note Party, (e) pledge its property, whether now owned or hereafter acquired, pursuant to the BorrowerNote Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or could reasonably be expected to interfere with the Collateral Agent’s or any Purchaser’s right to sell, assign, license out, convey, transfer or grant options to purchase such property (if applicable), or (f) act as a Note Party pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (f) above) for (i) this Agreement and the other Note Documents, (ii) of a Restricted Subsidiary any document or instrument governing Indebtedness incurred pursuant to Guarantee Section 8.03(e), provided, that, any such restriction contained therein relates only to the Indebtedness of the Borrower asset or assets constructed or acquired in connection therewith, (iii) of the Borrower any Permitted Lien or a Restricted Subsidiary to createany document or instrument governing any Permitted Lien, incurprovided, assume or suffer to exist Liens on property of that, any such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely restriction contained therein relates only to the extent any asset or assets subject to such negative pledge relates to the property financed by or the subject of such Indebtedness or Permitted Lien, (yiv) customary restrictions and conditions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness the sale of any property permitted pursuant to under Section 6.03 to 8.05 pending the extent that consummation of such restrictions apply only to the property or assets securing such Indebtedness; sale, (cv) customary provisions regarding confidentiality or restricting subletting assignment, pledges or assignment transfer of Contractual Obligations any Permitted License or any agreement entered into in the ordinary course of business; , (dvi) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements applicable to, and agreements evidencing Indebtedness of, Joint Ventures permitted under Section 8.02 and applicable solely to the assets of such Joint Venture and the Equity Interests in such Joint Venture, so long as such provisions and restrictions remain in effect, (vii) restrictions or encumbrances in any agreement in effect at the time any Person becomes a Subsidiary that is not a Wholly-Owned Subsidiary, so long as (x) such agreement was not entered into in the ordinary course contemplation of business; such Person becoming a Subsidiary, (y) such restrictions or encumbrances do not extend beyond such Subsidiary or its assets, and (iz) customary such restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in encumbrances only exist for so long as such Subsidiary is not required to become a Note Party pursuant to the ordinary course of businessterms hereof, (viii) [reserved], and (ix) [reserved].

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than (x) this Agreement or any other Loan Document, (y) the Indentureindentures governing the New2024 Notes and the 2027 Notes or (z) or any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness) that (a) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower Company or any Guarantor or to otherwise transfer property to the BorrowerCompany or any Guarantor, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower Borrowers or (iii) of the Borrower Company or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson in favor of the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender; provided provided, however, that this clause (iii) shall not prohibit (xA) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under any of Section 6.01 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j), 7.02(l), 7.02(m) or 6.03(d) 7.02(o), in each case solely to the extent any such negative pledge relates to the property financed by by, securing or otherwise the subject of such Indebtedness or (yB) customary restrictions contained in leases, subleases, licenses on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness or asset to be sold pursuant to an executed ​ ​ 152 ​ agreement with respect to a sale arrangements otherwise permitted hereunder so long as of such assets; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing provision shall not apply to encumbrances or restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict existing under or prohibitby reason of: (a) applicable law, rule, regulation or order (including agreements with regulatory authorities), (b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions imposed (x) with respect to a Restricted Subsidiary or Subsidiaries pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Equity Interests of such Restricted Subsidiary or Subsidiaries or (y) set forth in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement agreements relating to secured Indebtedness any Non-Core Asset Disposition or any Disposition under Section 7.05(i) permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; hereunder, (cd) customary provisions restricting subletting in joint venture agreements, financing agreements related to Joint Ventures, and other similar agreements relating solely to the securities, assets and revenues of Joint Ventures or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; other business ventures, (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; on transfer (fincluding negative pledge provisions) restrictions set forth in any Indebtedness agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to Section 6.03(bthe provisions of any credit facility entered into by such fund), (f) (including Permitted Refinancings thereof); any provisions existing under, by reason of or with respect to Indebtedness of any Foreign Subsidiary and applicable only to Foreign Subsidiaries, (g) restrictions set forth in any Indebtedness provisions of a Subsidiary acquired after the Closing Date permitted pursuant or relating to Section 6.03(pany Performance Contingent Obligation (including without limitation any completion guarantee), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect any Contractual Obligation that is reasonably determined by the Company not to materially adversely affect the disposition ability of the Company to perform its obligations under the Loan Documents, or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions any Contractual Obligation existing on cash the Closing2021 Refinancing Amendment Effective Date or otherwise permitted under this Section 7.09 (and any amendment, restatement, refinancing, replacement or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into modification thereof so long as any change to the provisions relevant to this Section 7.09 are not more adverse to the interests of the Lenders in the ordinary course of business.any material respect). ​

Burdensome Agreements. Enter into or be a party to any Contractual Obligation with any Person (other than this Agreement or and any other Loan Document) that limits the ability (ia) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (iib) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iiic) of the Borrower Limited or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor . The provisions of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 7.09 will not restrict apply to encumbrances or prohibit: restrictions existing under or by reason of (ai) customary restrictions imposed pursuant to an agreement that has been the Bridge Notes, the Bridge Note Agreement, the Senior Notes, the Senior Note Agreements, or agreements, instruments and documents entered into in connection with Indebtedness permitted under Section 7.03(b) [subject to review of Schedule 7.03], (e), (g) or (h) and any restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Disposition permitted pursuant to Section 6.05 whole, with respect to the property such dividend and other payment restrictions than those contained in such Contractual Obligations, (including a Subsidiaryii) that is subject to that transaction; Applicable Law, and (biii) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary non-assignment provisions restricting subletting or assignment of in Contractual Obligations entered into in the ordinary course of business; business and consistent with past practices, (div) purchase money obligations permitted under this Agreement that impose restrictions set forth in on the Senior Notes and property so acquired, (v) any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness agreement for the Disposition of a Subsidiary or assets of a Subsidiary that restricts distributions, the transfer of, or a Financing encumbrances on such assets by that Subsidiary pending its Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions agreement entered into with respect to the disposition assets acquired or distribution disposed of assets in connection with an Acquisition or property in joint venture agreements (includinga Disposition, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (ivi) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in Liens securing Indebtedness that limit the ordinary course right of businessthe debtor to dispose of the assets subject to such Lien.

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into any Contractual Obligation with any Person (other than this Agreement any Loan Document or any other Loan DocumentPermitted Pari Passu Provision) that limits the ability of (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor (except for any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to otherwise a non-Affiliate of the Borrower and that is permitted under Section 7.03), (ii) any Subsidiary (other 115 1" = "1" "US 170437103" "" US 170437103 than an Excluded Subsidiary) to transfer property to the BorrowerBorrower or any Guarantor, (iiiii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower (other than an Excluded Subsidiary) to Guarantee any Obligations or (iiiiv) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure any Obligations; provided provided, that clauses (i), (ii) and (iv) of this clause (iii) Section 7.09 shall not prohibit any (xA) any negative pledge pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Borrower and that is permitted under Section 6.01 7.03 (provided that such limitation on negative pledges shall only be effective against the assets or 6.03(dproperty securing such Indebtedness), (B) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions pledges contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an any agreement that has been entered into in connection with a Disposition permitted pursuant to by Section 6.05 with respect to the property 7.05 (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply limitation shall only to be effective against the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property that are the subject of Disposition), and (C) limitations on Restricted Payments or negative pledges by reason of customary provisions in joint venture agreements (including, without limitation, or other similar agreements with respect applicable to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessWholly-Owned Subsidiaries.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan DocumentDocument ) that limits the ability of (i) any Subsidiary of the REIT or the Borrower that is a Restricted Subsidiary Loan Party to make Restricted Payments to the Borrower REIT, the Borrower, any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (ii) of a Restricted Subsidiary the REIT or any other Guarantor to Guarantee the Indebtedness of the Borrower under this Agreement or (iii) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such PersonPerson to secure the Obligations; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or and the Equity Interests of the direct and indirect owners of such property (but in no event shall any such negative pledge relate to (x) any Collateral, (y) any Portfolio Property included in the Borrowing Base or (z) the REIT, the Borrower or any Affiliated Investor who owns a Portfolio Property included in the Borrowing Base (or any direct or indirect parent of such Affiliated Investor), other than the restrictions on pledges of the Equity Interests of Broadway 225 Stonecrest and Broadway 225 Sorrento existing on the Closing Date); provided, further, that this Section 7.09 shall not prohibit (1) the restrictions on Liens, assignments and transfers of assets existing on the Closing Date and set forth on Schedule 7.09 and (2) customary restrictions on Liens, assignments and transfers of assets (other than Collateral) contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of and other Contractual Obligations entered into in the ordinary course of business; business that (dx) restrictions set forth do not prevent the grant of a Lien on any Portfolio Property to secure the Obligations, (y) would not prevent a mortgagee of a Portfolio Property from transferring such Portfolio Property in the Senior Notes event such mortgagee were to foreclose on its Lien on such Portfolio Property and any Permitted Refinancing thereof; (ez) restrictions relating to Indebtedness of, do not materially impair or a Financing Disposition by, to, interfere in the use or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness operations of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, such assets or the properties or assets of any Person, other than Administrative Agent’s and the property or assets of Lenders’ rights and remedies under the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessLoan Documents.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the any Borrower or any Guarantor or to otherwise transfer property to the Borrowerany Borrower or any Guarantor; provided, however, that this clause (i) shall not prohibit customary restrictions in connection with an agreement to make a Disposition permitted hereunder, (ii) of any Subsidiary (other than a Restricted Foreign Subsidiary or, with respect to the Indebtedness of the Domestic Borrower, a Canadian Subsidiary) to Guarantee the Indebtedness of the any Borrower or (iii) of the any Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 Sections 7.03(b), 7.03(c), 7.03(f) or 6.03(d7.03(h) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(i) or (y7.03(j) that is no more restrictive than those provided in this Agreement and that does not restrict the creation of Liens to secure the Obligations, any customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with an agreement to make a Disposition permitted pursuant to Section 6.05 with respect to hereunder or any agreement prohibiting the property (including a Subsidiary) that is subject to that transactionincurrence of Liens securing subordinated Indebtedness; or (b) customary restrictions imposed by any agreement relating requires the grant of a Lien to secured Indebtedness permitted pursuant secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. This Section 6.03 shall not apply to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of existing Contractual Obligations entered into in the ordinary course of business; CDI that shall be satisfied within four (d4) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets months of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessCDI Acquisition.

Burdensome Agreements. Enter The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan Document, the ABL Credit Agreement, any other ABL Loan Document or any other agreement governing Indebtedness permitted to be incurred pursuant to Section 7.02 that is not materially more restrictive than the restrictions contained herein) that limits the ability (i) of a any Restricted Subsidiary that is not a Subsidiary Guarantor to make Restricted Payments with respect to the Borrower its Capital Stock, or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary any other Loan Party to create, incur, assume or suffer to exist Liens on property of such PersonPerson in favor of the Administrative Agent and the Lenders pursuant to the Collateral Documents; provided provided, however, that this clause (iiiii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(f) solely to the extent any such negative pledge relates to the property financed by or 81 the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject theretoIndebtedness. Notwithstanding the foregoing, this Section 6.09 will The foregoing shall not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and prevent (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or the transfer of Equity Interests in Unrestricted Subsidiaries, (ii) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business, (iii) any restriction with respect to assets imposed pursuant to any agreement otherwise permitted hereunder entered into for the Disposition of such assets prior to the closing of such Disposition, (iv) restrictions on the transfer or pledge of interests in any personal property constituting Excluded Assets, (v) restrictions and conditions imposed by any applicable Law, (vi) restrictions or conditions contained in any agreement in effect at the time any Person becomes a Restricted Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (vii) restrictions on cash or Cash Equivalents imposed by agreements entered into in the ordinary course of business or constituting a Lien permitted by Section 7.04, (viii) customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or any Equity Interests in such joint venture and (ix) provisions in Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted under Section 7.02(p) to the extent such provisions apply only to such Restricted Subsidiary and do not otherwise impair the ability of the Loan Parties to satisfy their obligations under this Agreement.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; Person (provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03(d) and 7.03(j) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness); except for such encumbrances or restrictions existing under or by reason of (yA) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transactionapplicable Law; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cB) customary provisions restricting subletting subletting, encumbering or assignment of Contractual Obligations any lease governing a leasehold interest of a Borrower or any other Loan Party; (C) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Loan Party in the ordinary course of business; (dD) any holder of a Lien permitted by Section 7.01 may restrict the transfer of the asset or assets subject thereto; (E) customary restrictions and conditions contained in any agreement relating to the sale of any assets permitted under Section 7.05 pending the consummation of such sale; (F) any agreement in effect at the time such Subsidiary is a Subsidiary of a Borrower, so long as such agreement was not entered into in contemplation of such Person Keystone Revolving Credit Agreement becoming a Subsidiary of such Borrower; (G) restrictions set forth which are not more restrictive than those contained in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, this Agreement or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth contained in any document governing Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired incurred after the Closing Date that is permitted to be incurred pursuant to Section 6.03(p), 7.03; or (H) in the case of any joint venture which restriction is not applicable a Loan Party, restrictions in such Person’s organizational or governing documents or pursuant to any Person other than joint venture agreement or stockholders agreements solely to the acquired Subsidiary, or extent of the properties Equity Interests of or assets held in the subject joint venture or other entity or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this Section 7.09 shall not prohibit any Personprovision of (A) the Senior Subordinated Notes or (B) the Term Loan Facility that, in either case, expressly permits the Transaction Liens, the Guaranties and the other than the property or assets terms of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessLoan Documents.

Burdensome Agreements. Enter into or be a party to any Contractual Obligation with any Person (other than this Agreement or and any other Loan Document) that limits the ability (ia) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (iib) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iiic) of the Borrower Limited or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor . The provisions of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 7.09 will not restrict apply to encumbrances or prohibit: restrictions existing under or by reason of (ai) customary restrictions imposed pursuant to an agreement that has been the Bank Credit Agreement, the Senior Notes, the Senior Note Agreements, or agreements, instruments and documents entered into in connection with Indebtedness permitted under Section 7.03(b), (e), (g) or (h) and any restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Disposition permitted pursuant to Section 6.05 whole, with respect to the property such dividend and other payment restrictions than those contained in such Contractual Obligations, (including a Subsidiaryii) that is subject to that transaction; Applicable Law, and (biii) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary non-assignment provisions restricting subletting or assignment of in Contractual Obligations entered into in the ordinary course of business; business and consistent with past practices, (div) purchase money obligations permitted under this Agreement that impose restrictions set forth in on the Senior Notes and property so acquired, (v) any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness agreement for the Disposition of a Subsidiary or assets of a Subsidiary that restricts distributions, the transfer of, or a Financing encumbrances on such assets by that Subsidiary pending its Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions agreement entered into with respect to the disposition assets acquired or distribution disposed of assets in connection with an Acquisition or property in joint venture agreements (includinga Disposition, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (ivi) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in Liens securing Indebtedness that limit the ordinary course right of businessthe debtor to dispose of the assets subject to such Lien [subject to review of Schedule 7.03].

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided (1) in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03; (2) solely to the extent any such negative pledge relates to the property financed incurred or provided under or by reason of applicable Requirements of Law or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transactionLoan Documents; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c3) customary provisions restricting subletting or assignment of Contractual Obligations any lease governing a leasehold interest of a Subsidiary; (4) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (d5) restrictions set forth in any holder of a Lien permitted by Section 7.01 restricting the Senior Notes and any Permitted Refinancing thereoftransfer of the property subject thereto; (e6) customary restrictions and conditions contained in any agreement relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, the sale of any Special Purpose Entityproperty permitted under Section 7.05 pending the consummation of such sale; (f7) restrictions set forth without affecting the Loan Parties’ obligations under Section 6.12, customary provisions in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)partnership agreements, which restriction is not applicable to any Person other than the acquired Subsidiarylimited liability company organizational governance documents, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture asset sale and stock sale agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; and or (i) customary 8) in the case of any joint venture which is not a Loan Party, restrictions on cash in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessentity.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Parent, any Borrower or to otherwise transfer property to the Borrower, (ii) any of a their Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person; provided that its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Security Documents, other than (a) this clause Agreement and the other Loan Documents, the Term Loan Documents, the Senior Note Indenture, the Senior Subordinated Note Indenture and any agreement related to any Junior Indebtedness, and any Permitted Amendment or Refinancing thereof (iii) shall not prohibit (xb) any negative pledge incurred or provided in favor of agreements governing any holder of secured Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses pursuant to which the Parent, such Borrower or such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as such restrictions the case may be, (in which case, any prohibition or limitation shall relate solely only to the assets subject thereto. Notwithstanding of the foregoingapplicable license), this Section 6.09 will not restrict (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or prohibit: (a) customary impose restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 on cash or other deposits with respect to 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 property assets of such Non-Guarantor Subsidiary and its Subsidiaries), (including a Subsidiaryf) that is subject to that transaction; prohibitions and limitations in effect on the date hereof and listed on Schedule 7.10, (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cg) customary provisions restricting subletting or assignment of Contractual Obligations contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) 160 customary provisions with respect to restricting the disposition subletting or distribution assignment of assets or property in joint venture agreements (includingany lease governing a leasehold interest, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or other deposits or net worth imposed by customers or government authorities under contracts or other agreements 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 contracts, instruments or obligations referred to in clauses (f) and (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of businessthe Borrowers, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any other Loan Party or to otherwise transfer property to the BorrowerBorrower or any other Loan Party, other than Permitted Pari Passu Encumbrances, (ii) of a Restricted Subsidiary any Loan Party to Guarantee the Indebtedness of the Borrower Obligations or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, other than Permitted Pari Passu Encumbrances; provided provided, that this clause clauses (i) and (iii) shall not prohibit (xA) any customary limitation on Restricted Payments or negative pledge pledges or transfers of property incurred or provided in favor of (1) any holder of Indebtedness permitted under Section 6.01 7.03(a)(ii), Section 7.03(a)(x), Section 7.03(b)(ii) or 6.03(dSection 7.03(b)(v) (in each case solely to the extent such limitation is not in any material respect more restrictive than the corresponding limitations included in this Agreement), (2) any holder of Indebtedness permitted under Section 7.03(a)(vi) (in each case solely to the extent such limitation is either not in any material respect more restrictive than the corresponding limitations included in this Agreement or is included in an agreement governing such Indebtedness that exists prior to the date such Indebtedness is incurred) or (3) any holder of Indebtedness permitted under Section7.03(a)(iii), Section 7.03(a)(iv), Section 7.03(a)(vii), Section 7.03(a)(viii), Section 7.03(a)(ix), Section 7.03(a)(x), Section 7.03(b)(iii) and Section 7.03(b)(vi) (in each case (x) with respect to negative pledges and transfers of property, solely to the extent any such negative pledge limitation relates to the property financed by or the subject of such Indebtedness or and (y) customary restrictions contained in leaseswith respect to Restricted Payments, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding extent that such limitation relates solely to the foregoingdirect owner of such property and such direct owner owns no other material assets), this Section 6.09 will not restrict (B) negative pledges or prohibit: (a) customary restrictions imposed pursuant to an limitation on transfers of property contained in any agreement that has been entered into in connection with a Disposition 128 permitted pursuant to by Section 6.05 with respect to the property 7.05 (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply limitation shall only to be effective against the assets or property or assets securing such Indebtedness; that are the subject of Disposition), (cC) limitation on Restricted Payments by reason of customary provisions restricting subletting in joint venture agreements or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not other similar agreements applicable to Subsidiaries that are not Wholly Owned Subsidiaries, (D) any Person other than the acquired Subsidiarylimitation on Restricted Payments, negative pledges or the properties or assets limitations on transfers of any Person, other than the property or assets by reason of the acquired Subsidiary; (h) customary provisions with respect to limiting the disposition or distribution of assets or property in joint venture asset sale agreements, sale-leaseback agreements, stock sale agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; , which limitation is applicable only to the assets that are the subject of such agreements, and (iE) customary limitation on Restricted Payments by reason of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or government authorities landlords or required by insurance, surety or bonding companies, in each case, under contracts or other agreements entered into in the ordinary course of business; provided, further, that notwithstanding the foregoing, in no event shall any negative pledge be permitted with respect to any Unencumbered Eligible Property or any Equity Interests of any Direct Owner or Indirect Owner of any Unencumbered Eligible Property.

Burdensome Agreements. Enter Except for any agreement in effect (A) on the date hereof or (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower, Borrower or any Guarantor or (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of Borrower; provided, that the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) foregoing shall not prohibit apply to Contractual Obligations which (xa) are contained in joint venture agreements and other similar agreements applicable solely to joint ventures entered into in the ordinary course of business, (b) arise pursuant to applicable Requirements of Law, (c) arise in connection with any Disposition permitted by Section 7.05 and is applicable solely to the property subject to such Disposition, (d) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) 7.02 but solely to the extent any such negative pledge relates to the property financed by such Indebtedness or that expressly permits Liens for the subject benefit of the Secured Parties with respect to the Facilities and the Secured 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, (ye) are customary restrictions contained in on leases, subleases, licenses or asset sale arrangements agreements otherwise permitted hereunder hereby so long as such restrictions only relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (af) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 7.02(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness; , (cg) are customary provisions restricting subletting or assignment of Contractual Obligations any lease governing a leasehold interest, (h) are customary provisions of an agreement restricting assignment or transfer of such agreement entered into in the ordinary course of business; , (di) consist of customary restrictions set forth in the Senior Notes and pursuant to any Permitted Refinancing thereofReceivables Financing, (j) are contained in indebtedness of non-Guarantors so long as such restrictions only relate to the non-Gurantors that incur such indebtedness and (k) are imposed by any amendments or refinancings of Indebtedness that are otherwise permitted by the Loan Documents; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions provided that such amendments and refinancings are no more materially restrictive with respect to the disposition such prohibitions and limitations than those in effect prior to such amendment or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessrefinancing.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Parent, Holdings the Borrower or to otherwise transfer property to the Borrower, (ii) any of a its Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person; provided that its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Security Documents, other than (a) this clause Agreement and the other Loan Documents, the Loan Documents under (iiiand as defined in) shall not prohibit the Term Facility and any agreement related to any Junior Indebtedness, and any Permitted Amendment or Refinancing thereof (xb) any negative pledge incurred or provided in favor of agreements governing any holder of secured Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses 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 such restrictions the case may be, (in which case, any prohibition or limitation shall relate solely only to the assets subject thereto. Notwithstanding of the foregoingapplicable license), this Section 6.09 will not restrict (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or prohibit: (a) customary impose restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 on cash or other deposits with respect to 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 property assets of such Non-Guarantor Subsidiary and its Subsidiaries), (including a Subsidiaryf) that is subject to that transaction; prohibitions and limitations in effect on the date hereof and listed on Schedule 7.10, (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cg) customary provisions restricting subletting or assignment of Contractual Obligations contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to restricting the disposition subletting or distribution assignment of assets or property in joint venture agreements (includingany lease governing a leasehold interest, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or other deposits or net worth imposed by customers or government authorities under contracts or other agreements 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 contracts, instruments or obligations referred to in clauses (f) and (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of businessthe Borrower, no more restrictive with respect to such encumbrance and other restrictions 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 with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson securing the Obligations; provided provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 7.02(j) or 6.03(d) any Synthetic Lease Obligation permitted under Section 7.15 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or such Synthetic Lease Obligation, as the case may be; or (yb) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable law, rule, regulation or order (including agreements with regulatory authorities), (ii) any provision of this Agreement and the other Loan Documents and any other Contractual Obligation in effect on the date hereof, (iii) customary net worth, restrictions contained in leaseson cash or other deposits and non-assignment provisions of any lease, subleaseslicense or other contract, licenses (iv) any provision of any agreement or asset sale arrangements otherwise permitted hereunder so long as other instrument governing Indebtedness of any Person existing at the time such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed Person is acquired pursuant to an agreement that has been entered into Acquisition permitted under Section 7.03, which Indebtedness is not created by such Person in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, towith, or in favor anticipation or contemplation of, any Special Purpose Entity; (f) restrictions set forth such Acquisition, and in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), each case which restriction provision is not applicable to any Person other than the acquired SubsidiaryPerson, or the properties or assets of any Person, other than the property Person or the properties or assets of the Person so acquired, (v) any provision of any agreement or other instrument of a Person acquired by the Borrower or a Subsidiary of the Borrower in existence at the time of such acquisition, but not created in contemplation thereof, which provision is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (vi) any provision of secured Indebtedness permitted to be incurred under Section 7.02 that limits the ability of the debtor to dispose of the assets securing such Indebtedness, (vii) customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition (not otherwise prohibited by the Loan Documents) of all or substantially all of the assets or Equity Interests of such Subsidiary; , (hviii) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture, (ix) the Subordinated Notes Documents as in effect on the date hereof, (x) any provision in an agreement governing Indebtedness permitted under Section 7.02 if either (A) (I) the Board of Directors of the Borrower in its reasonable and good faith judgment determines at the time such Indebtedness is incurred that any such provision will not affect the ability of the Borrower to make payments with respect to the disposition Obligations or distribution any other Indebtedness that is an obligation of assets the Borrower and (II) the provision is not materially more disadvantageous to the Lenders than is customary in comparable financings or property in joint venture agreements (includingas determined by the Board of Directors of the Borrower in its reasonable and good faith judgment) or (B) such Indebtedness is incurred by a Foreign Subsidiary of the Borrower, without limitation(xi) any provision in any agreement governing Indebtedness incurred to refinance the Indebtedness issued, agreements with respect assumed or incurred pursuant to Subsidiaries this Agreement or an agreement in effect on the date hereof or referred to in clause (iv), (v) or (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not wholly owned) and other similar agreements entered into not, in the ordinary course aggregate, materially less favorable to the Borrower as determined by the Board of business; Directors of the Borrower in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the agreement governing the refinanced Indebtedness, (xii) restrictions imposed in connection with Qualified Receivables Transactions, and (ixiii) customary restrictions on cash negative pledges imposed under or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessconnection with Swap Contracts permitted hereunder relating to commodities (including without limitation commodity swaps, commodity options and forward commodity contracts).

Burdensome Agreements. Enter into or be a party to any Contractual Obligation with any Person (other than this Agreement or and any other Loan Document) that limits the ability (ia) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (iib) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iiic) of the Borrower Limited or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor . The provisions of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 7.09 will not restrict apply to encumbrances or prohibit: restrictions existing under or by reason of (ai) customary restrictions imposed pursuant to an agreement that has been the 2011 Senior Notes, the 2011 Senior Note Agreement, or agreements, instruments and documents entered into in connection with Indebtedness permitted under Section 7.03(b), (c), (e), (g), (h) or (i) and any restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Disposition permitted pursuant to Section 6.05 whole, with respect to the property such dividend and other payment restrictions than those contained in such Contractual Obligations, (including a Subsidiaryii) that is subject to that transaction; Applicable Law, and (biii) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary non-assignment provisions restricting subletting or assignment of in Contractual Obligations entered into in the ordinary course of business; business and consistent with past practices, (div) purchase money obligations permitted under this Agreement that impose restrictions set forth in on the Senior Notes and property so acquired, (v) any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness agreement for the Disposition of a Subsidiary or assets of a Subsidiary that restricts distributions, the transfer of, or a Financing encumbrances on such assets by that Subsidiary pending its Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions agreement entered into with respect to the disposition assets acquired or distribution disposed of assets in connection with an Acquisition or property in joint venture agreements (includinga Disposition, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (ivi) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in Liens securing Indebtedness that limit the ordinary course right of businessthe debtor to dispose of the assets subject to such Lien.

Burdensome Agreements. Enter The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability right (ia) of a Restricted such Subsidiary to make Restricted Payments Distributions to the Borrower Company or any Subsidiary Guarantor or to otherwise transfer property to the BorrowerCompany or any Subsidiary Guarantor, (iib) of a Restricted any Subsidiary of the Company to Guarantee guarantee the Indebtedness of the Borrower Company or (iiic) of the Borrower Company or a Restricted any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person; provided that , in each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other ANNEX A-33 (Amended and Restated Note Purchase Agreement) disposition of assets not prohibited under this clause Agreement pending the consummation of such sale or other disposition, (iii) shall not prohibit this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d10.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (vii) restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent (x) the sale or other disposition of such property or Person is not prohibited by this Agreement and (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting Person to be sold or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness otherwise disposed of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person that (other than this Agreement or any other Loan Documenta) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided PROVIDED, HOWEVER, that this clause (iii) shall not prohibit (x1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(dSECTION 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y2) customary restrictions contained any negative pledge incurred or provided in leases, subleases, licenses favor of any holder of any Public Indebtedness permitted under SECTION 7.03(e); or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, PROVIDED that this clause (b) shall not prohibit the requirement of granting a pari passu Lien in favor of any holder of any Public Indebtedness permitted under SECTION 7.03(e) if the Obligations hereunder are required to be secured; PROVIDED, FURTHER, HOWEVER, (x) the foregoing shall not apply to restrictions imposed by Law, this Agreement or any agreement other Loan Documents or the Senior Notes, (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such restrictions and conditions apply only to the property or assets securing Subsidiary that is sold and such Indebtedness; sale is permitted hereunder, and (cz) clause (iii) shall not apply to customary provisions in leases restricting subletting or the assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Parent, Holdings, the Borrower or to otherwise transfer property to the Borrower, (ii) any of a its Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Person; provided that its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Security Documents, other than (a) this clause Agreement and the other Loan Documents, the ABL Loan Documents, Senior Term Loan Documents, and any agreement related to any Junior Indebtedness, and any Permitted Amendment or Refinancing thereof (iii) shall not prohibit (xb) any negative pledge incurred or provided in favor of agreements governing any holder of secured Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses expressly permitted hereunder so long 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 such restrictions the case may be, (in which case, any prohibition or limitation shall relate solely only to the assets subject thereto. Notwithstanding of the foregoingapplicable license), this Section 6.09 will not restrict (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or prohibit: (a) customary impose restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 on cash or other deposits with respect to 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 property assets of such Non-Guarantor Subsidiary and its Subsidiaries), (including a Subsidiaryf) that is subject to that transaction; prohibitions and limitations in effect on the First Amendment Effective Date and listed on Schedule 7.10, (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cg) customary provisions restricting subletting or assignment of Contractual Obligations contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to restricting the disposition subletting or distribution assignment of assets or property in joint venture agreements (includingany lease governing a leasehold interest, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or other deposits or net worth imposed by customers or government authorities under contracts or other agreements 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 contracts, instruments or obligations referred to in clauses (f) and (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of businessthe Borrower, no more restrictive with respect to such encumbrance and other restrictions 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 with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Holdings, any Borrower or any Guarantor or to otherwise transfer property to or invest in Holdings, any Borrower or any Guarantor, except for any agreement in effect (A) on the Borrowerdate hereof or (B) at the time any 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 (“Pre-Existing Agreements”), (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of any Borrower (except for any Pre-Existing Agreement which will not prevent any Guarantee for the Borrower Secured Obligations or any part thereof that may be required to be granted pursuant to the terms hereof) to provide such Guarantee) or (iii) of the Borrower Holdings or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson (except for any Pre-Existing Agreement which will not prevent Liens over any property that may be required to be made subject to Liens for the benefit of the Secured Obligations or any part thereof pursuant to the terms thereof); provided provided, however, that this clause (iii) shall not prohibit (w) any customary restrictions in leases, licenses or other agreements entered into in the ordinary course of business against assignments of such leases, license or other agreements, (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness, (y) customary restrictions contained any negative pledge in leasesfavor of GII under the Genpact Sub-Contracts, subleases, licenses and (z) any negative pledge in a sale and purchase agreement for assets permitted to be Disposed of under Section 7.05 pending such Disposition and such negative pledge shall cover only such assets to be Disposed of; or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to requires the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p), which restriction secure an obligation of such Person if a Lien is not applicable granted to any Person other than the acquired Subsidiary, or the properties or assets secure another obligation of any such Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or Agreement, any other Loan Document, any Senior Notes Document (and any refinancing, refunding, renewal or extension thereof permitted by Section 7.02(g)(ii)) and the Second Lien Refinancing Debt) that (a) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower Obligations or (iii) of the Borrower or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Personto secure the Obligations; provided provided, however, that (x) this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or customary restrictions on assignment, encumbrances or subletting in leases and other contracts and (y) this clause (iii) and the preceding clause (i) shall not prohibit customary restrictions and conditions contained in leasesagreements relating to the sale of a Loan Party or an asset pending such sale, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as provided that such restrictions relate solely and conditions apply only to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict such Loan Party or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) such asset that is subject to that transactionbe sold and such sale is permitted under this Agreement; or (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to requires the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after Lien to secure an obligation of such Person if a Lien is granted to secure the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessObligations.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) (a) that limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided that the foregoing shall not apply to (i) restrictions and conditions (w) imposed by law or by any Loan Document, (x) existing on the date hereof identified on Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (y) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any of its Subsidiaries pending such Disposition, provided such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (z) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof; (b) that limits the ability of any Subsidiary (other than a Restricted Foreign Subsidiary that is not required to Guarantee deliver a Guaranty pursuant to Section 6.15) to guaranty the Indebtedness Obligations, or (c) that limits the ability of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided Person to secure the Obligations, except to the extent such Liens are not required by clauses (i) through (v) of Section 6.17(a), provided, however, that this clause (iiic) shall not prohibit (x) any a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 Sections 7.04(e) or 6.03(d7.04(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in that requires the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after Lien to secure an obligation of a Company if a Lien is granted to secure the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessObligations.

Burdensome Agreements. Enter Except for any agreement in effect (a) on the Closing Date and set forth on Schedule 7.9 of the Disclosure Schedules, (b) 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, or (c) in connection with the Disposition of a Subsidiary, enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement any Loan Document or any other Super Priority Loan Document) that (i) limits the ability (iA) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any other Loan Party or to otherwise transfer property to or invest in the BorrowerBorrower or any other Loan Party, (iiB) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iiiC) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iiiC) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.2(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (yii) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as requires the grant of a Lien to secure an obligation of such restrictions relate solely Person if a Lien is granted to secure another obligation of such Person.” (xiii) Section 7.15 of the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: Credit Agreement is hereby amended to delete clauses (a) and (b) thereof and replace them in their entirety with the following: “(a) In the case of Holdings, engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in the Borrower, (ii) as a tenant under the lease for real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (iii) maintaining its corporate existence, (iv) participating in tax, accounting and other administrative activities (including being a party to employment contracts of employees of Holdings or the Borrower) as the parent of the consolidated group of companies, including the Loan Parties, (v) the execution and delivery of the Loan Documents to which it is a party, the performance of its obligations thereunder and the activities expressly permitted thereby, (vi) the execution and delivery of the Super Priority Loan Documents to which it is a party, the performance of its obligations thereunder and the activities expressly permitted thereby, (vii) incurring Contingent Obligations in the Ordinary Course of Business with respect to operating leases, (viii) entering into customary restrictions imposed pursuant engagements with investment banks, legal counsel, and other service providers, (ix) as party to an agreement that has been entered into customary insurance contracts, (x) as party to customary contractual obligations and indemnities provided in connection with a Disposition Acquisitions and other Investments permitted pursuant to Section 6.05 with respect under this Agreement, and (xi) activities incidental to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property businesses or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into activities described in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and foregoing clauses (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.through (x). SECOND LIMITED CONDITIONAL FORBEARANCE AGREEMENT --Page 10 502196916 v6 1205867.00001

Burdensome Agreements. Enter Become a general partner in a partnership without the prior written consent of the Administrative Agent (other than where such general partner is a Subsidiary which is a chapter C corporation) or enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan DocumentDocument or any document entered into in connection with the Senior Notes or Senior Holdco Notes or refinancings, refundings, renewals or extensions thereof) that (a) limits the ability (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the BorrowerBorrower or any Guarantor, (ii) of a Restricted any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iii) shall not prohibit any encumbrances or restrictions existing under or by reason of (xA) applicable requirements of Laws, (B) this Agreement and the other Loan Documents, (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business, (E) any holder of a Lien permitted by Section 7.01 restricting the transfer of the property subject thereto, (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale, (G) without affecting the Loan Parties obligations under Section 6.16, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (H) deposits arrangements imposed by supplier or landlord under contracts entered in the ordinary course of business, and (I) negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d7.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness; or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to requires the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness grant of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p), which restriction secure an obligation of such Person if a Lien is not applicable granted to any secure another obligation of such Person other than a Lien securing the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessObligations.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person that (other than this Agreement a) encumbers or any other Loan Document) that limits restricts the ability of any such Person to (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower any Note Party or to otherwise transfer property to the BorrowerSubsidiary, (ii) of a Restricted Subsidiary pay any Indebtedness or other obligations owed to Guarantee the Indebtedness of the Borrower any Note Party or Subsidiary, (iii) make loans or advances to any Note Party or Subsidiary, (iv) transfer any of its property to any Note Party or Subsidiary, (v) pledge its property pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Note Party pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the Borrower matters referred to in clauses (i) through (v) above) for (1) this Agreement and the other Note Documents, (2) each of the Lockheed Xxxxxx Note Documents or a Restricted Subsidiary to createthe Lockheed Xxxxxx Convertible Note Documents; provided, incur, assume or suffer to exist Liens on property of that the restrictions set forth thereinin such Person; provided that this clause (iiidocument(s) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely are no more restrictive to the extent any such negative pledge relates to Note Parties than the property financed by or restrictions set forth in the subject of such Indebtedness or Note Documents, (y3) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such an Enhanced Protection Event has not occurred, any Working Capital Facility and related documents; provided, that the restrictions relate solely set forth therein, taken as a whole, are no more restrictive to the assets subject thereto. Notwithstanding Note Parties than the foregoingrestrictions set forth in the Note Documents (other than any restrictions unique to a Working Capital Facility or revolving facility), this Section 6.09 will not restrict (4) any document or prohibit: (a) customary restrictions imposed instrument governing Indebtedness incurred pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by Sections 8.03(e), provided, that, any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply restriction contained therein relates only to the property asset or assets securing such Indebtedness; constructed or acquired in connection therewith, (c5) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into by the Issuer or any Subsidiary in the ordinary course of business; , or (d6) customary restrictions set forth and conditions contained in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions agreement relating to Indebtedness of, the sale of any property permitted under Section 8.05 pending the consummation of such sale or a Financing Disposition by, to, or in favor of, (b) requires the grant of any Special Purpose Entity; (f) restrictions set forth in security for any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after obligation if such property is given as security for the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person Obligations other than the acquired SubsidiaryLockheed Xxxxxx Note Documents, the Lockheed Xxxxxx Convertible Note Documents or any Working Capital Facility (in the properties or assets case of any PersonWorking Capital Facility, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are so long as an Enhanced Protection Event has not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessoccurred).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (ia) of a any Restricted Subsidiary to make Restricted Payments to the 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 BorrowerClosing 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 Guarantee joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the Indebtedness ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) [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 Parent 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 (iiib) of the any Borrower or a Restricted Subsidiary 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 Loan Documents except for (i) any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at any time any Restricted Subsidiary becomes a Subsidiary of Holdings, or any agreement assumed in connection with the acquisition of assets from any Person; provided that this clause , so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings or of the acquisition of assets from such Person and applies solely to such acquired assets, (iii) shall not prohibit (x) any negative pledge incurred or provided 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 6.01 or 6.03(d) 7.03(b)(v), Indebtedness permitted under Section 7.03(b)(xiii), but in each case solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Indebtedness, (yiv) customary restrictions contained in leases, subleases, licenses or asset sale arrangements agreements otherwise permitted hereunder hereby so long as such restrictions relate solely to the assets subject thereto. Notwithstanding , (v) in each case so long as such restrictions are no broader in scope than those contained in the foregoingSenior Secured Notes, this Section 6.09 will customary restrictions contained in the (A) Senior Notes and Senior Secured Notes (and any Permitted Refinancing thereof), (B) Permitted Additional Debt (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 do not restrict the Liens securing the Obligations or prohibit: the senior priority status thereof (ait being understood that any such Indebtedness shall be permitted to be secured on a pari passu basis or junior with the Obligations to the extent permitted hereunder), (vi) customary restrictions imposed pursuant to an agreement that has been entered into arising in connection with a Disposition cash or other deposits permitted pursuant under Sections 7.01 or 7.02 and limited to Section 6.05 with respect to the property such cash or deposit, (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (cvii) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into in the ordinary course of business; , (dviii) restrictions set forth in customary provisions restricting the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, subletting or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets assignment of any Personlease governing a leasehold interest, other than the property or assets of the acquired Subsidiary; (hix) [reserved], (x) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements applicable to joint ventures entered into in the ordinary course of business; business relating to the assets and Equity Interests of such Joint Venture, (xi) restrictions imposed by applicable Law, (xii) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vii) or Section 7.03(b)(xv) or, to the extent it constitutes Indebtedness of a type permitted under Section 7.03(b)(vii), 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 and (ixiii) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into contained in the ordinary course of businessIndebtedness permitted pursuant to Section 7.03(b)(vi).

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted Subsidiary any Loan Party to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany other Loan Party, (ii) of a Restricted Subsidiary any Loan Party to Guarantee the Indebtedness Obligations of the Borrower any Loan Party or (iii) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations of any Loan Party; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this clause (iiiA) the foregoing shall not prohibit apply to restrictions and conditions (x1) imposed by applicable laws, rules or regulations, (2) existing on the date hereof under the Note Purchase Agreement (or to restrictions and conditions contained in the documentation for other Indebtedness that are no more restrictive than such restrictions and conditions contained in the Note Purchase Agreement), (3) imposed by any negative pledge incurred joint venture, partnership or provided in favor of similar arrangement to which any holder of Indebtedness permitted under Section 6.01 or 6.03(d) Loan Party is a party but solely to the extent that such restrictions or conditions relate to such Loan Party’s ownership interests in the Equity Interests or assets of such joint venture, partnership or similar arrangement, or (4) identified on Schedule 7.09 (but shall apply to any amendment or modification expanding the scope of any such negative pledge relates restriction or condition), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the property financed by sale of any asset or the subject of a Subsidiary pending such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as sale; provided such restrictions relate solely and conditions apply only to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict asset or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) Subsidiary that is subject to that transaction; be sold and such sale is permitted hereunder, (bC) customary the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to obligations secured Indebtedness by Liens permitted pursuant to Section 6.03 to the extent that by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; obligations and (cy) customary provisions in leases restricting subletting or the assignment of thereof, and (D) the foregoing shall not prohibit Contractual Obligations entered into in that require the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness granting of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p)secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, which restriction provided that such requirement to xxxxx x Xxxx is not applicable to any Person other the granting of Liens to secure obligations in an amount less than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect equal to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in Aggregate Commitments at the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businesstime such Lien is granted.

Burdensome Agreements. Enter Except for any agreement in effect (A) on the Original Closing Date or (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower, Borrower or any Guarantor or (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of Borrower; provided, that the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) foregoing shall not prohibit apply to Contractual Obligations which (xa) are contained in joint venture agreements and other similar agreements applicable solely to joint ventures entered into in the ordinary course of business, (b) arise pursuant to applicable Requirements of Law, (c) arise in connection with any Disposition permitted by Section 7.05 and is applicable solely to the property subject to such Disposition, (d) are negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) 7.02 but solely to the extent any such negative pledge relates to the property financed by such Indebtedness or that expressly permits Liens for the subject benefit of the Secured Parties with respect to the Facilities and the Secured 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, (ye) are customary restrictions contained in on leases, subleases, licenses or asset sale arrangements or stock sale agreements otherwise permitted hereunder hereby so long as such restrictions only relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (af) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 7.02(g) (or the first sentence of Section 7.02 of the type permitted under Section 7.02(g)) to the extent that such restrictions apply only to the property or assets securing such Indebtedness; , (cg) are customary provisions restricting subletting or assignment of Contractual Obligations any lease governing a leasehold interest, (h) are customary provisions of an agreement restricting assignment or transfer of such agreement entered into in the ordinary course of business, (i) consist of customary restrictions pursuant to any Permitted Receivables Financing, (j) are contained in indebtedness of non-Guarantors so long as such restrictions only relate to the non-Guarantors that incur such indebtedness and their Subsidiaries, (k) are imposed by any amendments or refinancings of Indebtedness that are otherwise permitted by the Loan Documents; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (das determined by the Borrower in good faith), (l) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions conditions set forth in any Indebtedness permitted pursuant to Section 6.03(b) agreement in effect at any time any Person becomes a Restricted Subsidiary (including Permitted Refinancings thereofbut not any modification or amendment expanding the scope of any such restriction or condition); (g) restrictions , provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Restricted Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (hm) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessbusiness and (n) customary restrictions set forth in any agreement relating to (i) Indebtedness permitted to be incurred pursuant to the first sentence of Section 7.02 and clauses (d) and (s) of Section 7.02 (including Permitted Additional First Lien Debt) and (ii) the 2014 Notes, the 2025 Debentures or any Permitted Refinancing Indebtedness in respect thereof, in each case that are not materially more restrictive than the terms hereof.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Restatement Effective Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability of (ia) the REIT or any Subsidiary of a Restricted Subsidiary the Borrower to make Restricted Payments to Guarantee the Obligations, (b) the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property any Unencumbered Property, or the Equity Interests of such Person; provided that any Owner of any Unencumbered Property, or any income from or proceeds of any of the foregoing, in each case other than this clause Agreement or Pari Passu Provisions, or (iii) shall not prohibit (xc) any negative pledge incurred Subsidiary to make Restricted Payments to the REIT, the Borrower or provided any Subsidiary Guarantor or to otherwise transfer property to the REIT, the Borrower or any Subsidiary Guarantor, in favor each case other than this (1) Agreement, (2) Pari Passu Provisions, (3) limitations on the ability of any holder a Subsidiary that is not an Owner of an Unencumbered Property to make Restricted Payments which limitations are contained in an agreement governing Secured Indebtedness that is permitted to exist under Section 6.01 or 6.03(d) 7.03 and Section 7.11, in each case solely to the extent the relevant limitations contained in any such negative pledge relates agreement (x) is limited to the property financed by or the subject of such Indebtedness (in the case of transfer limitations) or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate applies solely to the direct owner of such property and such direct owner owns no other material assets subject thereto. Notwithstanding (in the foregoingcase of limitations on Restricted Payments), this Section 6.09 will not restrict or prohibit: (a4) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed limitations on Restricted Payments by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) reason of customary provisions restricting subletting in joint venture agreements or assignment other similar agreements applicable in Subsidiaries that are not Wholly-Owned Subsidiaries, (5) limitations on Restricted Payments, negative pledges or limitations on transfers of Contractual Obligations entered into in the ordinary course property by reason of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) customary provisions with respect to limiting the disposition or distribution of assets or property in joint venture asset sale agreements, sale-leaseback agreements, stock sale agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of business; and such agreements, (i6) limitations on Restricted Payments by reason of customary restrictions on cash or other deposits or net worth imposed required by customers insurance, surety or government authorities bonding companies, in each case under contracts or other agreements entered into in the ordinary course of businessbusiness and (7) customary limitations restricting the sale or transfer of assets which assets are the subject of “tax protection” (or similar) agreements entered into with limited partners or members of the Borrower or any other Subsidiary.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation with any Person (other than this Agreement any Loan Document or any other Loan DocumentPermitted Pari Passu Provision) that limits the ability of (i) of a Restricted any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrowerany Loan Party, (ii) of a Restricted any Subsidiary to Guarantee transfer any Unencumbered Pool Property, or the Indebtedness right to receive any income therefrom to any Loan Party, (iii) the Parent or any Subsidiary of the Borrower to Guarantee any Obligations or (iiiiv) of the Borrower or a Restricted Subsidiary any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge Unencumbered Pool Property, or the right to receive any income therefrom or proceeds thereof to secure any Obligations, in each case, other than Permitted Property Encumbrances or (y) any Equity Interest of any Direct Owner or any Indirect Owner of any such Direct Owner, or the right to receive any income therefrom or proceeds thereof, in each case, other than Permitted Equity Encumbrances; provided that clauses (i), (ii) and (iv) of this Section 7.07 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 Parent and that is permitted under Section 6.01 7.01 (provided that such limitation on Negative Pledges shall only be effective against the assets or 6.03(dproperty securing such Indebtedness), (B) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledges contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an any agreement that has been entered into in connection with a Disposition permitted pursuant to by Section 6.05 with respect to the property 7.02 (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent provided that such restrictions apply limitation shall only to be effective against the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property that are the subject of such Disposition) and (C) limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements (including, without limitation, or other similar agreements with respect applicable to Subsidiaries that are not wholly ownedWholly Owned Subsidiaries; provided, further, that notwithstanding the foregoing, in no event shall any Negative Pledge be permitted with respect to (1) any Unencumbered Pool Property, (2) the Equity Interests of any Direct Owner of an Unencumbered Pool Property (excluding for purposes of this clause (2), limited partnership interests held by RRG B.U.G. Limited Partnership, Xxxxxxx Group Xxx Street/BUG, LLC and other similar agreements entered into the Sachs Family Partnership, L.P., or their third-party successors and assigns, in their capacities as owners of a Direct Owner of the ordinary course Property identified as One MetroTech Center) or (3) the Equity Interests of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course any Indirect Owner of businessany such Direct Owner.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Subsidiary of the Borrower (A) to make Restricted Payments to the Borrower or any Subsidiary Guarantor or (B) to otherwise transfer property (other than limitations applicable under SECTION 8.03(g) with respect to the BorrowerCapital Asset which is the subject of such Indebtedness) to the Borrower or any Subsidiary Guarantor, (ii) of a Restricted Holdings or any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower Holdings or a Restricted any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided PROVIDED, HOWEVER, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(dSECTION 8.03(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transactionIndebtedness; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to contains covenants more restrictive than the extent that such restrictions apply only to the property provisions of Articles VII and VIII; or assets securing such Indebtedness; (c) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except in the case of the foregoing subclauses (a)(i)(B) and (a)(iii) for any such limitations, restrictions or requirements: (1) in the Equity Purchase Agreement, (2) with respect to any Subsidiary acquired pursuant to a Permitted Acquisition, those existing on the date of such Permitted Acquisition, (3) customary provisions in leases and other agreements restricting subletting assignment, (4) customary provisions with customers restricting transfers of property; (5) imposed by Law, (6) imposed by Permitted Liens, (7) in connection with Indebtedness permitted by SECTION 8.03(b)(ii), SECTION 8.03(b)(iii), or assignment of Contractual Obligations SECTION 8.03(c), (8) in connection with industrial revenue bonds and operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, (9) on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business; , (d10) restrictions which are customary in connection with the sale of a Subsidiary or an asset pending such sale, (11) in joint venture or similar arrangements if such provisions only apply to the Person that is the subject thereof, and (12) as set forth in the Senior Notes and any Unsecured Note Documents, the Other Permitted Refinancing thereof; (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessSubordinated Indebtedness.

Burdensome Agreements. Enter Directly or indirectly, enter into any Contractual Obligation with that prohibits, in whole or in part, (a) any Person Wholly Owned Subsidiary making Restricted Payments to a Borrower or any other Credit Party, (b) any Wholly Owned Subsidiary (other than this Agreement an Excluded Subsidiary) transferring assets or properties to a Borrower or any other Loan DocumentCredit Party, (c) any Wholly Owned Subsidiary that limits the ability is a Domestic Subsidiary (other than an Excluded Subsidiary) or an Intermediate Subsidiary Guarantor Guaranteeing any Obligations or (d) any Credit Party creating, incurring, assuming or suffering to exist Liens on any (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the BorrowerUnencumbered Property, (ii) the Equity Interests in any Direct Owner of any Unencumbered Property or in any Indirect Owner of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower Direct Owner thereof or (iii) the right to any income from any of the Borrower or a Restricted Subsidiary foregoing to createsecure the Obligations, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit other than (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or Loan Document, (y) customary pursuant to any Permitted Pari Passu Provision, and (z) as required by or pursuant to applicable Law; provided that (i) clause (b) of this Section 7.11 shall not prohibit limitations or restrictions contained in (A) any agreement governing purchase money Liens or Capital Lease obligations otherwise permitted under this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (B) rights of first refusal, rights of first offer, purchase options and similar rights that do not materially detract from the value of the property subject thereto, (C) leases, subleases, licenses and sublicenses, in each case so long as such restrictions relate to the assets subject thereto or (D) provisions restricting assignment of any agreement (including, without limitation, any such provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses licenses, sublicenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (asimilar agreement) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations entered into in the ordinary course of business; (ii) clauses (a), (b) and (d) of this Section 7.11 shall not prohibit any agreement relating to the sale or any other Disposition of any Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions set forth in apply only to the Senior Notes Subsidiary or the assets that are the subject of such sale or other Disposition and any Permitted Refinancing thereofsuch sale or other Disposition is permitted hereunder; (eiii) clauses (a), (b) and (c) of this Section 7.11 shall not prohibit, limitations or restrictions relating to Indebtedness of, or a Financing Disposition by, to, or provided in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets holder of Secured Debt that is owed to a non-Affiliate of the acquired Subsidiary; Parent Borrower and that is permitted under Section 7.03 (h) provisions with respect to provided that any Negative Pledge thereunder shall only be effective against the disposition or distribution of assets or property securing such Indebtedness or the Equity Interests in joint venture agreements any owner of the assets or property securing such Indebtedness or in any indirect owner (including, without limitation, agreements with respect to Subsidiaries that are not wholly ownedother than a Borrower or any other Credit Party) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businesssuch owner).

Burdensome Agreements. Enter into into, assume or otherwise be bound, or permit any Contractual Obligation with Wholly-Owned Subsidiary to enter into, assume or otherwise be bound, by any Person (Negative Pledge other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledge contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition any Indebtedness that is permitted pursuant to Section 6.05 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or with respect to which such Negative Pledge is no more restrictive on the property Borrower or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (including a Subsidiary) that is subject to that transactionas determined in good faith by the Borrower); (bii) customary restrictions any Negative Pledge required or imposed by by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that Disposition of any Subsidiary or any assets pending such restrictions apply Disposition; provided that, in any such case, the Negative Pledge applies only to the property Subsidiary or the assets securing that are the subject of such IndebtednessDisposition; or (cz) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary provisions restrictions in leases, licenses and other contracts restricting subletting or the assignment of Contractual Obligations thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the ordinary course of businessbusiness to the extent such restrictions shall solely apply to such specified assets; and (dvi) restrictions set forth in that apply only to the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness Equity Interests in, or assets of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Borrower or a Wholly-Owned Subsidiary, in each case as such agreements, leases or the properties other contracts may be amended from time to time and including any renewal, extension, refinancing or assets of any Personreplacement thereof; provided that, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the disposition or distribution of assets or property in joint venture agreements (includingtype prohibited by this Section 7.09 that are, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions aggregate, more onerous in any material respect on cash the Borrower or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into any Wholly-Owned Subsidiary than the restrictions, in the ordinary course of businessaggregate, in the original agreement.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of a Restricted any Material Subsidiary to make Restricted Payments to the US Borrower or any US Guarantor or Canadian Guarantor or to otherwise transfer property to the BorrowerUS Borrower or any US Guarantor, (ii) of a Restricted any Material Subsidiary to Guarantee the Indebtedness of any Borrower, unless the US Borrower or determines in good faith that such Contractual Obligations would not materially hinder any Borrower’s ability to meet its obligations under this Agreement; provided, however, that no such Contractual Obligation shall prohibit the US Borrower’s performance of its 128 obligations under Section 6.12, (iii) of any Loan Party to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extensions thereof or (iv) of any Borrower or a Restricted any Material Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided provided, however, that this clause (iiiiv) shall not (A) prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.03(d), 7.03(e), 7.03(i) or 7.03(k), in the case of Indebtedness under Section 6.01 or 6.03(d) 7.03(e), solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and in the case of Indebtedness under Section 7.03(i), solely to the extent any such negative pledge relates to Indebtedness of Subsidiary that is not a Domestic Subsidiary or a US Guarantor, (yB) apply to any Contractual Obligations which (I) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the US Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the US Borrower; (II) are customary provisions the Organization Documents for a Joint Venture or the Equity Interests therein; (III) are customary restrictions contained in on leases, subleases, licenses or asset sale arrangements agreements otherwise permitted hereunder under this Agreement, so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (ax) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to affect only the property subject thereto and (including a Subsidiaryy) that is subject to that transactiondo not materially adversely affect the use of such property for its intended purpose; (bIV) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) are customary provisions restricting subletting or assignment of Contractual Obligations any lease governing a leasehold interest of the US Borrower or any of its Subsidiaries; (V) are restrictions on cash or other deposits imposed under agreements entered into in by the US Borrower or its Subsidiaries the ordinary course of business; or (dVI) restrictions set forth are customary provisions restricting assignment of any agreements; provided that, in each case, the Senior Notes and US Borrower has determined in good faith that such Contractual Obligations would not materially hinder any Permitted Refinancing thereofBorrower’s ability to meet its obligations under this Agreement; or (eb) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness requires the grant of a Subsidiary acquired after the Closing Date permitted pursuant Lien to Section 6.03(p), which restriction secure an obligation of such Person if a Lien is not applicable granted to any Person other than the acquired Subsidiary, or the properties or assets secure another obligation of any such Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.

Burdensome Agreements. Enter into into, or permit to exist, any Contractual Obligation with any Person that (other than this Agreement a) encumbers or any other Loan Document) that limits restricts the ability of any such Person to (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower any Note Party or to otherwise transfer property to the BorrowerSubsidiary, (ii) of a Restricted Subsidiary pay any Indebtedness or other obligations owed to Guarantee the Indebtedness of the Borrower any Note Party or Subsidiary, (iii) make loans or advances to any Note Party or Subsidiary, (iv) transfer any of its property to any Note Party or Subsidiary, (v) pledge its property pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Note Party pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the Borrower or a Restricted Subsidiary matters referred to createin clauses (i) through (v) above) for (1) this Agreement and the other Note Documents, incur(2) the Lockheed Xxxxxx Note Documents; provided, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely the restrictions set forth therein are no more restrictive to the extent any such negative pledge relates to Note Parties than the property financed by or restrictions set forth in the subject of such Indebtedness or Note Documents, (y3) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such an Enhanced Protection Event has not occurred, any Working Capital Facility and related documents; provided, that the restrictions relate solely set forth therein, taken as a whole, are no more restrictive to the assets subject thereto. Notwithstanding Note Parties than the foregoingrestrictions set forth in the Note Documents (other than any restrictions unique to a Working Capital Facility or revolving facility), this Section 6.09 will not restrict (4) any document or prohibit: (a) customary restrictions imposed instrument governing Indebtedness incurred pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by Sections 8.03(e), provided, that, any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply restriction contained therein relates only to the property asset or assets securing such Indebtedness; constructed or acquired in connection therewith, (c5) customary provisions restricting subletting or assignment of Contractual Obligations any agreement entered into by the Issuer or any Subsidiary in the ordinary course of business; , or (d6) customary restrictions set forth and conditions contained in the Senior Notes and any Permitted Refinancing thereof; (e) restrictions agreement relating to Indebtedness of, the sale of any property permitted under Section 8.05 pending the consummation of such sale or a Financing Disposition by, to, or in favor of, (b) requires the grant of any Special Purpose Entity; (f) restrictions set forth in security for any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after obligation if such property is given as security for the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person Obligations other than the acquired SubsidiaryLockheed Xxxxxx Note Documents, or any Working Capital Facility (in the properties or assets case of any PersonWorking Capital Facility, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are so long as an Enhanced Protection Event has not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessoccurred).

Burdensome Agreements. Enter into into, assume or otherwise be bound, or permit any Contractual Obligation with Wholly-Owned Subsidiary to enter into, assume or otherwise be bound, by any Person (Negative Pledge other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledge contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition any Indebtedness that is permitted pursuant to Section 6.05 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or with respect to which such Negative Pledge is no more restrictive on a Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (as determined in good faith by the property (including a Subsidiary) that is subject to that transactionBorrower); (bii) customary restrictions any Negative Pledge required or imposed by by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that Disposition of any Subsidiary or any assets pending such restrictions apply Disposition; provided that, in any such case, the Negative Pledge applies only to the property Subsidiary or the assets securing that are the subject of such IndebtednessDisposition; or (cz) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary provisions restrictions in leases, licenses and other contracts restricting subletting or the assignment of Contractual Obligations thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the ordinary course of businessbusiness to the extent such restrictions shall solely apply to such specified assets; and (dvi) restrictions set forth in that apply only to the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness Equity Interests in, or assets of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or the properties other contracts may be amended from time to time and including any renewal, extension, refinancing or assets of any Personreplacement thereof; provided that, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the disposition or distribution of assets or property in joint venture agreements (includingtype prohibited by this Section 7.09 that are, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions aggregate, more onerous in any material respect on cash a Loan Party or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into any Wholly-Owned Subsidiary than the restrictions, in the ordinary course of business.aggregate, in the original agreement. 7.10

Burdensome Agreements. Enter into Except as required by any Contractual Obligation with any Person (other than Municipal Contract, this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or such Subsidiary from (a) that limits the ability (i) of a Restricted Subsidiary to make making Restricted Payments to the Borrower or to otherwise transfer transferring property to or investing in the Borrower, except for any such agreement or arrangement in effect at the time such Subsidiary became a Subsidiary of the Borrower, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower, (iib) of a Restricted Subsidiary to Guarantee Guaranteeing the Indebtedness of the Borrower or (iiic) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of the Agents for the benefit of the Lenders and the Agents under the Loan Documents other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, in each case other than (A) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the Disposition of the Equity Interests or assets of such Subsidiary permitted under the terms of this Agreement pending the closing of such Disposition, (B) any restriction in the form of customary provisions with respect to the Disposition of Investments held by the Borrower or a Restricted Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness the extent permitted under Section 6.01 or 6.03(d) 7.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness Indebtedness, (D) restrictions on any Receivables SPV or (y) customary restrictions contained in leasesthe Equity Interests, subleases, licenses securities or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed other obligations thereof pursuant to an agreement that has been customary documentation entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to Permitted Receivables Transaction, (E) restrictions in any senior notes of the property Borrower or its Subsidiaries that are substantively similar to, or less restrictive than, the Borrower’s senior notes outstanding as of the First Amendment Effective Date, (including a Subsidiary) that is subject to that transaction; (bF) customary restrictions imposed anti-assignment provisions contained in leases, licensing agreements and permits issued by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment of Contractual Obligations Governmental Authorities, in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business; , (dG) in connection with restrictions imposed by applicable Laws, (H) restrictions set forth in on the Senior Notes and any Permitted Refinancing thereof; granting of Liens by Subsidiaries pursuant to an agreement governing Indebtedness permitted under Section 7.01(a), (eI) restrictions relating to in any agreement(s) governing Indebtedness of, of the Borrower or a Financing Disposition by, its Subsidiaries that are substantively similar to, or less restrictive than, this Agreement or the Term Loan Agreement, in favor ofeach case, any Special Purpose Entity; as in effect from time to time and (fJ) to the extent not permitted under subclauses (A) through (I) above, restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(bany agreement(s) (including Permitted Refinancings thereof); (g) restrictions set forth in any governing Indebtedness of the Borrower or a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p)not exceeding, which restriction is not applicable to any Person other than the acquired Subsidiary, individually or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course aggregate, the U.S. Dollar Equivalent of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.U.S.$100,000,000. 122

Burdensome Agreements. Enter No Borrower shall, nor shall any Borrower permit any of its Domestic Subsidiaries to, directly or indirectly enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property any agreement or arrangement limiting the ability of any of such Person; provided that this clause Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, LS&Co or any of such Subsidiaries (iiiwhether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) shall not prohibit the Loan Documents, (xb) restrictions on the declaration or payment or other distributions in respect of such Equity Interests contained in documentation for any negative pledge incurred or provided in favor of any holder of Indebtedness Capital Markets Transaction permitted under Section 6.01 or 6.03(d7.15(a)(ii) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as provided such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoingdo not prohibit any actions expressly permitted hereunder, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting or assignment restrictions on the foregoing (other than restrictions of Contractual Obligations entered into the type set forth in the ordinary course of business; clause (b)), if any, contained in documentation for any Capital Markets Transaction permitted under Section 7.15(a)(ii) provided that any such restrictions shall be deemed to be included herein as if set forth in this Agreement, (d) restrictions set forth in on the Senior Notes transfer of the property subject to Equipment Financing Transactions permitted under Section 7.15(c)(viii), Real Estate Financing Transactions permitted under Section 7.15(c)(vii) and any Permitted Refinancing thereof; Dispositions permitted under Section 7.17, (e) restrictions placed on the transfer by a Subsidiary (other than the Excluded Subsidiary) of IP Rights granted by LS&Co in connection with the terms of licenses between LS&Co and any of its Subsidiaries (other than the Excluded Subsidiary) relating to Indebtedness ofsuch IP Rights, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted required to be placed on the transfer of property pursuant to a Lien permitted under Section 6.03(b) (including Permitted Refinancings thereof); 7.13, and (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into contained in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of businessdocumentation for an IP Facility.

Burdensome Agreements. Enter The Borrower shall not nor shall it permit any of its Subsidiaries, directly or indirectly to enter into any Contractual Obligation with any Person (other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred agreement or provided in favor arrangement limiting the ability of any holder of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents, (b) restrictions on Subsidiaries formed in connection with Permitted Foreign Receivables Transactions permitted under Section 6.01 7.03(c)(vi) or 6.03(d(xvi) solely and Permitted Domestic Receivables Transactions ------------------- ----- permitted under Section 7.03(c)(x) contained in documentation for such Transactions to the ------------------ extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to are required by the assets subject thereto. Notwithstanding the foregoingother party thereto or are otherwise customary in standard market practice for similar receivables purchase transactions, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting subletting restrictions on the declaration or assignment payment or other distributions in respect of Contractual Obligations entered into such Equity Interests contained in the ordinary course of business; documentation for any Capital Markets Transaction permitted under Section 7.03(a)(iii) provided -------------------- such restrictions do not prohibit any actions expressly permitted hereunder, (d) restrictions on the foregoing (other than restrictions of the type set forth in the Senior Notes and clause (c)), if any, contained in documentation for any Permitted Refinancing thereof; Capital Markets Transaction permitted under Section 7.03(a)(iii) provided that any such -------------------- restrictions shall be deemed to be included herein as if set forth in this Agreement, (e) restrictions relating on the transfer of the property subject to Indebtedness ofEquipment Financing Transactions permitted under Section 7.03(c)(viii), or a Real Estate --------------------- Financing Disposition byTransactions permitted under Section 7.03(c)(vii) and Dispositions of -------------------- accounts receivable permitted under Section 7.05(d), to, or in favor of, any Special Purpose Entity; (f) restrictions set forth placed on --------------- the transfer by a Subsidiary of IP Rights granted by the Borrower in connection with the terms of licenses between the Borrower and any Indebtedness permitted pursuant Subsidiaries relating to Section 6.03(b) (including Permitted Refinancings thereof); such IP Rights, and (g) restrictions set forth in any Indebtedness required to be placed on the transfer of a Subsidiary acquired after the Closing Date permitted property pursuant to a Lien permitted under Section 6.03(p), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business.7.01. ------------

Burdensome Agreements. Enter into into, assume or otherwise be bound, or permit any Contractual Obligation with Wholly-Owned Subsidiary to enter into, assume or otherwise be bound, by any Person (Negative Pledge other than this Agreement or any other Loan Document) that limits the ability (i) of a Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of a Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or a Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.01 or 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) customary restrictions Negative Pledge contained in leases, subleases, licenses or asset sale arrangements otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit: (a) customary restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition any Indebtedness that is permitted pursuant to Section 6.05 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or with respect to which such Negative Pledge is no more restrictive on the property Borrowera Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (including a Subsidiary) that is subject to that transactionas determined in good faith by the Borrower); (bii) customary restrictions any Negative Pledge required or imposed by by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to secured Indebtedness permitted pursuant to Section 6.03 to the extent that Disposition of any Subsidiary or any assets pending such restrictions apply Disposition; provided that, in any such case, the Negative Pledge applies only to the property Subsidiary or the assets securing that are the subject of such IndebtednessDisposition; or (cz) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary provisions restrictions in leases, licenses and other contracts restricting subletting or the assignment of Contractual Obligations thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the ordinary course of businessbusiness to the extent such restrictions shall solely apply to such specified assets; and (dvi) restrictions set forth in that apply only to the Senior Notes and any Permitted Refinancing thereof; (e) restrictions relating to Indebtedness Equity Interests in, or assets of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; (f) restrictions set forth in any Indebtedness permitted pursuant to Section 6.03(b) (including Permitted Refinancings thereof); (g) restrictions set forth in any Indebtedness of a Subsidiary acquired after the Closing Date permitted pursuant to Section 6.03(p), which restriction is not applicable to any Person other than the acquired Borrowera Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or the properties other contracts may be amended from time to time and including any renewal, extension, refinancing or assets of any Personreplacement thereof; provided that, other than the property or assets of the acquired Subsidiary; (h) provisions with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the disposition or distribution of assets or property in joint venture agreements (includingtype prohibited by this Section 7.09 that are, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions aggregate, more onerous in any material respect on cash the Borrowera Loan Party or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into any Wholly-Owned Subsidiary than the restrictions, in the ordinary course of businessaggregate, in the original agreement.

Burdensome Agreements. Enter into any Contractual Obligation with any Person (other than (x) this Agreement or any other Loan Document, (y) the indentures governing the 2024 Notes and the 2027 Notes or (z) or any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness) that (a) limits the ability (i) of a any Restricted Subsidiary to make Restricted Payments to the Borrower Company or any Guarantor or to otherwise transfer property to the BorrowerCompany or any Guarantor, (ii) of a any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower Borrowers or (iii) of the Borrower Company or a any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson in favor of the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender; provided provided, however, that this clause (iii) shall not prohibit (xA) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under any of Section 6.01 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j), 7.02(l), 7.02(m) or 6.03(d) 7.02(o), in each case solely to the extent any such negative pledge relates to the property financed by by, securing or otherwise the subject of such Indebtedness or (yB) customary restrictions contained in leases, subleases, licenses on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness or asset to be sold pursuant to an executed agreement with respect to a sale arrangements otherwise permitted hereunder so long as of such assets; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing provision shall not apply to encumbrances or restrictions relate solely to the assets subject thereto. Notwithstanding the foregoing, this Section 6.09 will not restrict existing under or prohibitby reason of: (a) applicable law, rule, regulation or order (including agreements with regulatory authorities), (b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions imposed (x) with respect to a Restricted Subsidiary or Subsidiaries pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Equity Interests of such Restricted Subsidiary or Subsidiaries or (y) set forth in connection with a Disposition permitted pursuant to Section 6.05 with respect to the property (including a Subsidiary) that is subject to that transaction; (b) customary restrictions imposed by any agreement agreements relating to secured Indebtedness any Non-Core Asset Disposition or any Disposition under Section 7.05(i) permitted pursuant to Section 6.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; hereunder, (cd) customary provisions restricting subletting in joint venture agreements, financing agreements related to Joint Ventures, and other similar agreements relating solely to the securities, assets and revenues of Joint Ventures or assignment of Contractual Obligations entered into in the ordinary course of business; (d) restrictions set forth in the Senior Notes and any Permitted Refinancing thereof; other business ventures, (e) restrictions relating to Indebtedness of, or a Financing Disposition by, to, or in favor of, any Special Purpose Entity; on transfer (fincluding negative pledge provisions) restrictions set forth in any Indebtedness agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to Section 6.03(bthe provisions of any credit facility entered into by such fund), (f) (including Permitted Refinancings thereof); any provisions existing under, by reason of or with respect to Indebtedness of any Foreign Subsidiary and applicable only to Foreign Subsidiaries, (g) restrictions set forth in any Indebtedness provisions of a Subsidiary acquired after the Closing Date permitted pursuant or relating to Section 6.03(pany Performance Contingent Obligation (including without limitation any completion guarantee), which restriction is not applicable to any Person other than the acquired Subsidiary, or the properties or assets of any Person, other than the property or assets of the acquired Subsidiary; (h) provisions with respect any Contractual Obligation that is reasonably determined by the Company not to materially adversely affect the disposition ability of the Company to perform its obligations under the Loan Documents, or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business; and (i) customary restrictions any Contractual Obligation existing on cash the 2021 Refinancing Amendment Effective Date or otherwise permitted under this Section 7.09 (and any amendment, restatement, refinancing, replacement or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into modification thereof so long as any change to the provisions relevant to this Section 7.09 are not more adverse to the interests of the Lenders in the ordinary course of businessany material respect).