​" class="ad-elem">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. EnterThe 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 # of any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to athe Borrower or any Guarantor or to otherwise transfer propertymake or repay intercompany loans and advances to or invest in athe Borrower or any Guarantor, exceptGuarantor or # any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for any agreement in effect #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 date hereofRestatementClosing Date and set forth(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 anysuch Restricted Subsidiary first becomes a Restricted Subsidiary of athe Borrower, so long as such agreement wasContractual Obligations were 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;Borrower; provided, however,further, that this clause (iii)‎(ii) shall not prohibitapply 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 pledge incurred or providedpledges and restrictions on Liens in favor of any holder of Indebtedness permitted under [Sections‎[Section 7.02(g) or (h)])]03] but solely to the extent any such 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 ofthereto, # 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 non-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 in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each caserestricting assignment of any agreement entered into in the ordinary course of businessbusiness, # 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 consistentrelate solely to the Securitization Assets subject thereto, # arise in connection with past practices, which restrict the transfer, assignmentcash or 885707.04-LACSR02A - MSWother 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 Restricted Subsidiary to make Restricted Payments to athe Borrower or any Guarantor or to otherwise transfer property to or invest in athe Borrower or any Guarantor, except for any agreement in effect # on the date hereofRestatement Date and set forth on [Schedule 7.09]Guarantor 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 ObligationsIndebtedness 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 - MSWBorrower.

Burdensome Agreements.. Enter into or permit to exist any Contractual Obligation (other than this Agreement orAgreement, any other Loan Document)Document, or any Additional Permitted Debt Documents) that limits the ability of # of any Restricted Subsidiary that is not a Loan Party 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]Loan Party 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 SubsidiaryLoan Party to create, incur, assume or suffer to exist Liens on property of such Person (includingfor 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 feeagreement evidencing any permitted renewal, extension or leasehold interestrefinancing 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 real property) to secureconnection with the Obligations;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, however,further that this clause (iii)[clause (ii)] shall not prohibitapply 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 pledge incurred or providedpledges and restrictions on Liens in favor of any holder of Indebtedness permitted under [Sections[Section 7.02(g) or (h)])]03] but solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or(and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, # are customary non-assignment provisionsrestrictions in purchase andleases, subleases, licenses, asset sale or exchange agreementssimilar 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 similar operational agreements,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 in licenses, easementsrestricting subletting or leases, in each caseassignment 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 businessbusiness, # 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 consistentProperty) which are owing by the Designated Account Debtor associated with past practices, which restrictsuch Permitted Receivables Financing, or # are customary in the transfer, assignment or 885707.04-LACSR02A - MSWcontext of a Permitted Receivables Financing and have been approved by the Administrative Agent (in its commercially reasonable discretion exercised in good faith).

Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document)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 Restricted Subsidiary to make Restricted Payments to aany Borrower or any Guarantor or to otherwise transfer property to or invest in aany Borrower or any Guarantor, except for any agreement in effect # onlimits 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, #ability of any Restricted Subsidiary to Guarantee the ObligationsIndebtedness of the Borrowers, # constitutes a Negative Pledge or otherwise limits the ability of any 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 feePerson; or leasehold interest in real property)# requires the grant of a Lien to secure the Obligations; provided, however,an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this clause (iii)[Section 7.06] # shall not prohibitapply 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 # any negative pledge incurred or provided in favorshall not be deemed to restrict the ability of any holderNon-Guarantor Subsidiary from entering into Contractual Obligations of Indebtedness permitted under [Sections 7.02(g) or (h)])] solelyany type related 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 - MSWsecured 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 Restricted Subsidiary to make Restricted Paymentsany dividend or other distribution with respect to aits capital stock or other Equity Interest or to make or pay loans or advances to the Borrower or any Guarantor orSubsidiary, # limits the ability of any Domestic Subsidiary to otherwise transfer property to or invest in aGuarantee the Secured Obligations, # limits the ability of the Borrower or any Guarantor,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 hereofRestatement Datehereof and set forth on [Schedule 7.09]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 Restricted Subsidiary becomes a Restricted Subsidiary of athe Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of suchthe Borrower, # of any Restricted Subsidiaryagreement relating to Guarantee the Obligationssale of a BorrowerSubsidiary, 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, # of a Borrowerany customary restrictions and conditions in any agreement relating to any transaction or any Restricted Subsidiary to create, incur, assumesale permitted under Section 9.4 or suffer to exist Liens on propertySection 9.5 pending the consummation of such Person (includingtransaction or sale, # customary provisions in leases, licenses and other contracts restricting the assignment thereof, # customary provisions in any feejoint venture agreement or leasehold interest in real property)similar agreements applicable 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)])] solelyjoint ventures to the extent any such negative pledge relates to the property financedpermitted under this Agreement, # restrictions on cash and other deposits imposed 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 casecustomers under contracts entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or 885707.04-LACSR02A - MSW# such limitations imposed by Applicable Law.

BurdensomeSECTION #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 Restricted Subsidiary to make Restricted Paymentsany dividend or other distribution with respect to aits capital stock or other Equity Interest or to make or pay loans or advances to the Borrower or any Guarantor orSubsidiary, # limits the ability of any Domestic Subsidiary to otherwise transfer property to or invest in aGuarantee the Secured Obligations, # limits the ability of the Borrower or any Guarantor,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 hereofRestatement Datehereof and set forth on [Schedule 7.09]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 Restricted Subsidiary becomes a Restricted Subsidiary of athe Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of suchthe Borrower, # of any Restricted Subsidiaryagreement relating to Guarantee the Obligationssale of a BorrowerSubsidiary, 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, # of a Borrowerany customary restrictions and conditions in any agreement relating to any transaction or any Restricted Subsidiary to create, incur, assumesale permitted under [Section 9.4] or suffer to exist Liens on property[Section 9.5] pending the consummation of such Person (includingtransaction or sale, # customary provisions in leases, licenses and other contracts restricting the assignment thereof, # customary provisions in any feejoint venture agreement or leasehold interest in real property)similar agreements applicable 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)])] solelyjoint ventures to the extent any such negative pledge relates to the property financedpermitted under this Agreement, # restrictions on cash and other deposits imposed 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 casecustomers under contracts entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or 885707.04-LACSR02A - MSW# such limitations imposed by Applicable Law.

Burdensome Agreements. Enter intointo, incur or permit to exist any Contractual Obligation (other thanagreement 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 any otherthe Loan Document) that limitsDocuments, # the ability # of any Restricted Subsidiaryforegoing shall not apply 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 #restrictions and conditions existing on the date hereofRestatementClosing Date and set forthidentified 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 # at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Borrower,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 was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of such Borrower, # of any Restricted Subsidiary to Guaranteepermits 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 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)Lien is granted to secure the Obligations; provided, however, that thisObligations), # clause (iii)(a) of the foregoing shall not prohibit # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Sections 7.02(g) or (h)])] solelyapply 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 purchaseleases and saleother contracts restricting the assignment thereof, # the foregoing shall not apply to restrictions on cash (or Cash Equivalents) or exchangeother deposits imposed by agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case 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 consistentconditions 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 past practices, which restrict the transfer, assignmentordinary course of business of such Bank Regulated Subsidiary, # to the Company or 885707.04-LACSR02A - MSWany 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.

Burdensome Agreements.Limitations on Restricted Actions. Enter into or permitcreate or otherwise cause to exist any Contractual Obligation (other than this Agreementby Law) or become effective any other Loan Document)agreement or arrangement that limits the ability # of any Restricted Subsidiary of the Borrower to make Restricted Payments to aany Loan Party, # of the Borrower or any Guarantor orof its Restricted Subsidiaries to otherwise transfer propertyact as a guarantor and pledge its assets pursuant 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]Loan Documents 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;Person; provided, however, that this clausethe [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 [Sections[Section 7.02(03(g) or (h)])] solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness, # restrictions incurred or assumed in connection with an Acquisition, # customary non-assignment provisions in purchaselicenses, sublicenses, leases, subleases and saleother contracts or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the ordinary course of businessbusiness, # customary restrictions and consistent with past practices,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 restrict the transfer, assignment or 885707.04-LACSR02A - MSWany Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equity.

Section # Burdensome Agreements. EnterThe 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 limits the abilityprohibits # of any Restricted Subsidiary of the Lead Borrower that is not a Guarantor to make Restricted Payments to a Borrowerthe Borrowers or any Guarantor or to otherwise transfer propertymake or repay intercompany loans and advances to or invest in a Borrowerthe Borrowers or any Guarantor, exceptGuarantor 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 in effectevidencing 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 the date hereofRestatement Date and set forth on [Schedule 7.09] or #a Restricted Subsidiary at the time anysuch Restricted Subsidiary first becomes a Restricted Subsidiary of athe Lead Borrower, so long as such agreement wasContractual Obligations were 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;Lead Borrower; provided, however,further, that this clause (iii)(ii) shall not prohibitapply 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 pledge incurred or providedpledges and restrictions on Liens in favor of any holder of Indebtedness permitted under [SectionsSection 7.02(g) or (h)])]03 but solely to the extent any such 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 of suchthereto, # comprise restrictions imposed by any agreement relating to secured Indebtedness or # customary non-assignment provisions in purchasepermitted pursuant to Section 7.03 and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into into the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or 885707.04-LACSR02A - MSW