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 # 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.

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 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 or # of any Subsidiary to Guarantee the Indebtedness of the Borrower.

. 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).

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 # 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 Subsidiary to make any dividend or other distribution with respect to its capital stock or other Equity Interest or to make or pay loans or advances to the Borrower or any Subsidiary, # limits the ability of any Domestic Subsidiary to Guarantee the Secured Obligations, # limits the ability of the Borrower or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property (including, without limitation, any IP Rights or real property owned by the Borrower or any Domestic Subsidiary) of such Person to secure the Secured Obligations or # requires the grant of a Lien to secure an obligation of the Borrower or any of its Subsidiaries if a Lien is granted to secure the Secured Obligations, in each case except for # any agreement in effect on the date hereof and set forth on [Schedule 9.9] (or any extensions or renewals of, or any refinancings, replacements, amendments or modifications thereof that do not expand the scope of the limitation in any material respect), # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 9.3(f), solely the extent any such negative pledge relates to the property financed by or subject of such Indebtedness, # 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, # any agreement relating to the sale of a Subsidiary, which provides for customary restrictions or conditions pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, # any customary restrictions and conditions in any agreement relating to any transaction or sale permitted under Section 9.4 or Section 9.5 pending the consummation of such transaction or sale, # customary provisions in leases, licenses and other contracts restricting the assignment thereof, # customary provisions in any joint venture agreement or similar agreements applicable to joint ventures to the extent permitted under this Agreement, # restrictions on cash and other deposits imposed by customers under contracts entered into in the ordinary course of business or # such limitations imposed by Applicable Law.

SECTION #9Burdensome 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 Subsidiary to make any dividend or other distribution with respect to its capital stock or other Equity Interest or to make or pay loans or advances to the Borrower or any Subsidiary, # limits the ability of any Domestic Subsidiary to Guarantee the Secured Obligations, # limits the ability of the Borrower or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property (including, without limitation, any IP Rights or real property owned by the Borrower or any Domestic Subsidiary) of such Person to secure the Secured Obligations or # requires the grant of a Lien to secure an obligation of the Borrower or any of its Subsidiaries if a Lien is granted to secure the Secured Obligations, in each case except for # any agreement in effect on the date hereof and set forth on [Schedule 9.9] (or any extensions or renewals of, or any refinancings, replacements, amendments or modifications thereof that do not expand the scope of the limitation in any material respect), # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Section 9.3(f)], solely the extent any such negative pledge relates to the property financed by or subject of such Indebtedness, # 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, # any agreement relating to the sale of a Subsidiary, which provides for customary restrictions or conditions pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, # any customary restrictions and conditions in any agreement relating to any transaction or sale permitted under [Section 9.4] or [Section 9.5] pending the consummation of such transaction or sale, # customary provisions in leases, licenses and other contracts restricting the assignment thereof, # customary provisions in any joint venture agreement or similar agreements applicable to joint ventures to the extent permitted under this Agreement, # restrictions on cash and other deposits imposed by customers under contracts entered into in the ordinary course of business or # such limitations imposed by Applicable Law.

Burdensome Agreements. Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon # the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or # the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that # the foregoing shall not apply to restrictions and conditions imposed by Law or by this Agreement or the Loan Documents, # the foregoing shall not apply to restrictions and conditions existing on the Closing Date and identified on [Schedule 7.09] (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) # the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other asset sale agreements pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, # 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, # the foregoing shall not apply to # any agreement relating to Indebtedness incurred in reliance on [Section 7.03(h)] (to the extent that such restrictions apply only to the Person becoming a Subsidiary of the Company and any of its Subsidiaries that also become Subsidiaries of the Company in the same transaction or series of related transactions), or # any agreement relating to Indebtedness incurred in reliance on [Section 7.03(k), (o), (p), (q), (r), (s) or (t)])])])])])])] (in each case, so long as such agreement permits the Obligations to become secured without further consent or act by the lenders or holders of Indebtedness thereunder; provided that, in the case of [Section 7.03(o), (p), (q), (r), (s) or (t)])])])])])] such agreement may require that such Indebtedness be equally and ratably secured by any collateral on which a Lien is granted to secure the Obligations), # clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, # the foregoing shall not apply to restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (including, for the avoidance of doubt, incurred in reliance on [Section 7.01(m)]) or restrictions on Designated Regulatory Cash, # the foregoing shall not apply to customary restrictions and conditions imposed by any agreement relating to any agreement relating to Indebtedness incurred in reliance on [Section 7.03(m)], provided that such latter restrictions and conditions affect only the RD Entities; provided, further, that this [Section 7.09] shall not apply # to a Bank Regulated Subsidiary to the extent that any such restriction, prohibition or condition is imposed by a Governmental Authority in connection with the ordinary course of business of such Bank Regulated Subsidiary, # to the Company or any Subsidiary in connection with any agreements evidencing a Permitted Factoring Transaction, # to the Company or any Subsidiary in connection with a Permitted Securitization Transaction; provided that, in the case of this clause (iii), the same extend only to the related Securitization Assets and the Equity Interests of the relevant Permitted Securitization Entity, or # to any Permitted Securitization Entity in connection with any agreements evidencing a Permitted Securitization Transaction.

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.

Section # Burdensome Agreements. The Lead Borrower shall not, nor shall the Lead Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits # any Restricted Subsidiary of the Lead Borrower that is not a Guarantor to make Restricted Payments to the Borrowers or any Guarantor or to make or repay intercompany loans and advances to the Borrowers 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 7.08) are listed on [Schedule 7.08] 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 Lead Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Lead Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, # represent Indebtedness or any other obligations of a Restricted Subsidiary of the Lead Borrower which is not a Loan Party which is permitted by Section 7.03, # arise in connection with # any Lien permitted by Section 7.01 and relate to the property subject to such Lien or # 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 and to the