Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that limits the ability # of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, # of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Loan Documents or # of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the [foregoing clauses (i) through (iii)] shall not prohibit # any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor of any holder of Indebtedness permitted under [Section 7.03(g)] solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, # restrictions incurred or assumed in connection with an Acquisition, # non-assignment provisions in licenses, sublicenses, leases, subleases and other contracts or agreements entered into in the ordinary course of business, # 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, # contractual obligations in agreements relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary), # customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under [Section 7.02] and applicable solely to such joint venture and its equity, and # agreements to which any Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equity.

Enter into any Contractual Obligation (other than this Agreement or any other Loan Document or any agreement evidencing or governing Unsecured Debt otherwise permitted hereunder containing restrictions substantially similar to those contained in the Loan Documents) that # limits the ability of any Subsidiary to make Restricted Payments to any Borrower or any Guarantor or to otherwise transfer property to any Borrower or any Guarantor, # limits the ability of any Subsidiary to Guarantee the Indebtedness of the Borrowers, # constitutes a Negative Pledge or otherwise limits the ability of any Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; or # 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 7.06] # shall not apply to provisions in Indebtedness documents permitted hereunder and that do not result in a violation of the covenants set forth in [Section 7.08], provided that any such restriction contained therein relates only to the properties or assets constructed or acquired in connection with such Indebtedness and # shall not be deemed to restrict the ability of any Non-Guarantor Subsidiary from entering into Contractual Obligations of any type related to secured financing transactions.

Section # Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon # the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or # the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of # applicable law, # this Agreement and the other Loan Documents, # customary provisions restricting subletting or assignment of any lease governing a leasehold interest, # customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, # customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under [Section 7.03(c), (vi)])] customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, # restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, # any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and # any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability # of any Restricted Subsidiary to make Restricted Payments to a Borrower or any Guarantor or to otherwise transfer property to or invest in a Borrower or any Guarantor, except for any agreement in effect # on the date hereofRestatement Date and set forth on [Schedule 7.09] or # at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of such Borrower, # of any Restricted Subsidiary to Guarantee the Obligations of a Borrower or # of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person (including any fee or leasehold interest in real property) to secure the Obligations; provided, however, that this clause (iii) shall not prohibit # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Sections 7.02(g) or (h)])] solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or # customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or 885707.04-LACSR02A - MSW

Section # No Restrictions. Except as provided herein, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the Borrower or any Restricted Subsidiary of a Loan Party to: # pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Restricted Subsidiary, # pay any Indebtedness owed to any Loan Party or any other Restricted Subsidiary, # make loans or advances to any Loan Party or any Restricted Subsidiary, # transfer any of its Property to any Loan Party or any other Restricted Subsidiary, or # guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to # restrictions and conditions existing on the date hereof identified on [Schedule 8.21] (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), # customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, # restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder or restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness; # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Section 8.07(b) or 8.07(u)])] to the extent that any such negative pledge relates solely to the property financed by or the subject of such Indebtedness, # customary provisions in leases and other contracts restricting the assignment thereof and # applicable law, rule, regulation or order (including agreements with regulatory authorities).

. Enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document, or any Additional Permitted Debt Documents) that limits the ability of # any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to any Loan Party or # any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the ​ with respect to this Agreement and the Obligations or under the other Loan Documents; provided that the [foregoing clauses (a) and (b)])] shall not apply to Contractual Obligations which (i) (x) exist on the Fifth Restatement Effective Date and (to the extent not otherwise permitted by this [Section 7.09]) are listed on [Schedule 7.09] hereto and # to the extent Contractual Obligations permitted by [clause (x)] are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, # are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or at the time such Restricted Subsidiary merges or amalgamates with or into the Lead Borrower or any of its Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary; provided, further that this [clause (ii)] shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to [Section 7.15], # represent Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by [Section 7.03], # arise in connection with any Lien permitted by [Section 7.01(t)] or any Disposition permitted by [Section 7.05], # are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to joint ventures permitted under [Section 7.02] and applicable solely to such joint venture entered into in the ordinary course of business, # are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under [Section 7.03] but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, # are customary restrictions in leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, # comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to [Section 7.03(e), 7.03(g), 7.03(n) or 7.03(u)])])])] to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to [Section 7.03(g)] only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, # are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary, # are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, # are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, # arise in connection with cash or other deposits permitted under [Section 7.01], # are obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate or currency risks in effect on the Fifth Restatement Effective Date, or # are # applicable to any Special Purpose Receivables Subsidiary in connection with any Permitted Receivables Financing, # applicable only to the Accounts (and Related Rights and Property) which are owing by the Designated Account Debtor associated with such Permitted Receivables Financing, or # are customary in the context of a Permitted Receivables Financing and have been approved by the Administrative Agent (in its commercially reasonable discretion exercised in good faith).

Section # Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon # the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or # the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its equity interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary under the Loan Documents; provided that # the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or any other Loan Document, # the foregoing shall not apply to prohibitions, restrictions and conditions existing on the date hereof identified on [Schedule 6.05] to the Disclosure Letter (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition, restriction or condition), # the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, # the foregoing shall not apply to any agreement, prohibition, or restriction or condition in effect 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 (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition), # the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, # clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, # clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof, # the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by [Section 6.01]; provided that such restrictions and conditions are customary for such Indebtedness (as determined in good faith by the Borrower), and # the foregoing shall not apply to restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business or restrictions imposed by the terms of a Permitted Lien on the property subject to such Permitted Lien.

Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that: # limits the ability # of any Subsidiary to make Restricted Payments to the Company or any Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary Guarantor; # of any Subsidiary to Guarantee the Indebtedness of the Company; or # of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; or # requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that # the [foregoing clause (iii)] shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Sections 7.03(e) and (g)])] solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and # the foregoing clauses (a)(ii) and (a)(iii) shall not prohibit the inclusion of negative covenants as to the incurrence of additional Indebtedness or Liens that do not prohibit the Loan Parties’ incurrence of the Obligations (as in effect from time to time) or the granting of Liens by the Loan Parties in favor of the Administrative Agent for the benefit of the Lenders in all or any portion of their respective assets and properties, and the [foregoing clause (b)] shall not prohibit the inclusion of a conditional covenant of any Loan Party to grant pari passu Liens to the holders of a Private Placement substantially the same as the covenant to such effect set forth at the end of Section 7.01.

Section # Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon # the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or # the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that # the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, # the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, # clause (a) shall not apply to 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 and # clause (a) shall not apply to customary provisions in leases restricting the assignment thereof.

Section # Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of # any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to make or repay intercompany loans and advances to the Borrower or any Guarantor or # any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the ​ with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses ‎(a) and ‎(b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this ‎[Section 7.09]) are listed on [Schedule 7.09] hereto and # to the extent Contractual Obligations permitted by [clause (x)] are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, # are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause ‎(ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to ‎[Section 6.14], # represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by ‎[Section 7.03], # arise in connection with any Disposition permitted by Sections ‎7.04 or ‎7.05 and relate solely to the assets or Person subject to such Disposition, # are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under ‎[Section 7.02] and applicable solely to such joint venture entered into in the ordinary course of business, # are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under ‎[Section 7.03] but solely to the extent any negative pledge relates to the property financed by such Indebtedness, # are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, # comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to [Section 7.03(e), (g) or (m)])])] and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, # are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary or the assignment of any license or sublicense agreement, # are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, # are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, # are restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to the Securitization Assets subject thereto, # arise in connection with cash or other deposits permitted under Sections ‎7.01 and ‎7.02 and limited to such cash or deposit and # are customary restrictions contained in any Senior Notes Documents or any Permitted Refinancing thereof.