Common use of Dividend and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts, the Existing Opco Notes Indenture, the Existing Opco Notes and the other documents relating to the Existing Opco Notes Indenture and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Notes and the Guarantees and the other documents relating to this Indenture and the Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; Section 3.6(c) on the property so acquired; (cix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer of type described in Section 3.6(c) on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Financing; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole, are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Opco Notes Indenture or the Senior Credit Agreement (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Issuer or replaces a direct or otherwise modifies indirect parent of the Issuer in good faith; (xiv) customary provisions in joint venture agreements containing or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), (c), (d) or (e)c) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (i) through (xiv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer or a direct or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Lux Co-Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the U.S. Co-Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the U.S. Co-Issuer or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Lux Co-Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Lux Co-Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Lux Co-Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Lux Co-Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Lux Co-Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts, the Existing Indenture, the Existing Notes, the related guarantees and the other documents relating to the Existing Notes and Indebtedness permitted pursuant to clause (bc) of the definition of “Permitted Debt”; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture and the Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Lux Co-Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Lux Co-Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Lux Co-Issuer or such Restricted Subsidiary is the Successor Company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Lux Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (c) of this Section 3.6 on the property so acquired; (ix) customary non-assignment or subletting provisions of any leasecontained in leases, license or subleases, licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Lux CoIssuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Lux Co-Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by the Lux Co-Issuer or a direct or indirect parent of the Lux Co-Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the Existing Indenture or the Senior Credit Agreement as of the Issue Date (as determined by the Lux Co-Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Lux Co-Issuer or any Restricted Subsidiary in any manner material to the Lux Co-Issuer or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Lux Co-Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (di) or through (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Lux Co-Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Lux Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Lux Co-Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Parent and the Issuers shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Material Subsidiary to (i) pay dividends enter into any agreement or make any other distribution on instrument that by its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: terms restricts: (a) the payment of dividends or other distributions or the making of cash advances to the Parent or any encumbrance Material Subsidiary that is a direct or restriction indirect parent of such Material Subsidiary; or (b) the granting of Liens by the Parent or such Material Subsidiary that is a Notes Party pursuant to the First Lien Collateral Documents, in each case other than those arising under any agreement Note Document, except in each case for such encumbrances or restrictions existing under or by reason of: (1) restrictions imposed by applicable law; (2) contractual encumbrances or restrictions in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company Date under Indebtedness existing on the Issue Date, Date and set forth on Schedule 4.03 or contained in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection withany Indebtedness outstanding pursuant to Section 4.03(b)(xxvi), or any agreements related to any Permitted Refinancing Indebtedness in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions respect of any lease, license such Indebtedness that does not materially expand the scope of any such encumbrance or other contract; restriction (das determined in good faith by the Issuer or the US Co-Issuer); (3) any restriction on a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Restricted Subsidiary pending the closing of such sale or disposition; (4) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business contained business; (5) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Indenture to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (6) any restrictions imposed by any agreement relating to Indebtedness Incurred pursuant to Section 4.03 or Permitted Refinancing Indebtedness in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary respect thereof, to the extent such restriction restricts restrictions are not materially more restrictive, taken as a whole, than the transfer restrictions contained in this Indenture or are market terms at the time of property issuance (in each case as determined in good faith by the Issuer or the US Co-Issuer); (7) customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course of business; (8) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (9) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (10) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.07 pending the consummation of such sale, transfer, lease or other disposition; (11) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such security agreementLien, mortgage and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.06; (12) customary net worth provisions contained in Real Property leases entered into by Restricted Subsidiaries, so long as the Issuer or lease; the US Co-Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Parent and its Restricted Subsidiaries to meet their ongoing obligations; (e13) any restriction agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary; (14) restrictions in agreements representing Indebtedness permitted under Section 4.03 of a Restricted Subsidiary that is not a Notes Party (so long as such restrictions only relate to Restricted Subsidiaries that are not Notes Parties); (15) customary restrictions contained in an agreement pursuant leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to which the Equity Interests and assets subject thereto; (16) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (17) restrictions contained in any Permitted Subsidiary Indebtedness is incurredReceivables Facility Documents with respect to any Receivables Entity; (18) restrictions contained in the DOJ Settlement; and and (f19) any encumbrance encumbrances or restriction existing under restrictions of the type referred to in clause (i) or (ii) above imposed by any agreement that amendsamendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of or similar arrangements to the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing clauses (a), ) through (b), (c), (dr) or (e), or in this clause (f)above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Parent, no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions as contemplated by such provisions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement. For purposes of determining compliance with Section 4.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Parent or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Parent or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries (other than PPD or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than PPD or the Guarantors) to: (A) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiiB) make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (C) sell, lease or (iv) transfer any of its properties or assets to the Company or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Company or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to clause (biii) of Section 3.3(b); (ii) this Indenture, the Notes, and the Guarantees; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Company or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Company or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Company or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (cC) of this Section 3.6(a) on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (C) of this Section 3.6(a) on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuers, are necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by the Company in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Company in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, in each case, as determined by the Company in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in clauses (A), (B) and (C) of this Section 3.6(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (d) or (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including (b1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Unsecured Notes Indenture, the Existing Unsecured Notes, the guarantees thereof and other documents relating to the Existing Unsecured Notes Indenture, the Existing Unsecured Notes and the related guarantees and other documents relating to the Existing Unsecured Notes Indenture and (3) related Swap Contracts; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (c) above on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer of type described in clause (c) above on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (1) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith) or (2) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Unsecured Notes Indenture or the Senior Credit Agreement (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in xiv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower and Starwood REIT shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends or make any other distribution distributions to the Borrower or Starwood REIT or any Restricted Subsidiary (A) on their Capital Stock or (B) with respect to any other interest or participation in, or measured by, its Capital Stockprofits, or (ii) pay any Indebtedness owed to the Company Borrower, Starwood REIT or any Restricted Subsidiary (other than in respect of the subordination of such Indebtedness to the Senior Secured Notes, the Affiliate Guaranty or any other SubsidiaryIndebtedness incurred pursuant to the terms of this Agreement, as the case may be), (iiib) make any Investment in loans or advances to the Company Borrower, Starwood REIT or any other Restricted Subsidiary or (ivc) sell, lease, or transfer any of its their properties or assets to the Company Borrower, Starwood REIT or any other Restricted Subsidiary, except for: (ain each case) any encumbrance for such encumbrances or restriction pursuant to any agreement restrictions existing under or by reason of (1) contractual encumbrances or restrictions in effect on the Issue Original Closing Date; , (b2) the Bank Credit Facility (and any related security agreements) and any Guaranties thereof, this Agreement, the Senior Secured Notes, the Affiliate Guaranty, indebtedness incurred pursuant to clause (h) and (j) of Section 5.9 and any related security agreements, (3) this Agreement, the Senior Secured Notes and the Affiliate Guaranty, (4) any encumbrance instrument governing Indebtedness or restrictionCapital Stock of a Person acquired by the Borrower, with respect to a Starwood REIT or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection with, with or in contemplation ofof such acquisition), such Person becoming a Subsidiary; which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (c5) by easox xx customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business, (6) purchase money obligations for property acquired in the ordinary course of business contained or secured indebtedness permitted to be incurred and secured hereby that impose restrictions of the nature discussed in clause (c) above on the property so acquired or which secures such indebtedness, (7) applicable law or any lease applicable rule or order of any Subsidiary Gaming Authority, (8) customary restrictions imposed by asset sale or stock purchase agreements relating to the sale of assets or stock by the Borrower, Starwood REIT or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementRestricted Subsidiary, mortgage or lease; (e9) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) encumbrances or restrictions imposed by any encumbrance or restriction existing under any agreement that amendsamendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces obligations referred to in clauses (1) through (8 above, provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or otherwise modifies the agreements containing the encumbrances or restrictions refinancings are, in the foregoing clauses (a)good faith judgment of the Borrower and Starwood REIT, (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (10) customary encumbrances or restrictions, pursuant to the agreement evidencing terms of Preferred Stock permitted to be issued pursuant to Section 5.9, on the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced payment of dividends or modifieddistributions on the other Capital Stock of the issuer of such Preferred Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company CommScope will not, and will not permit any of its Restricted Subsidiaries (other than the Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Issuer or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to CommScope or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company CommScope or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in the Company loans or advances to CommScope or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company CommScope or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of CommScope or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Notes, the Guarantees and the indentures governing the Existing Unsecured Notes and the guarantees and other documents relating to such indentures; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into CommScope or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into CommScope or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than CommScope or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by CommScope or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (c) of the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under any agreement that amendseffected in connection with a Qualified Receivables Financing that, substitutesin the good faith determination of CommScope, restructures, supplements, extends, renews, refinances is necessary or replaces or otherwise modifies the agreements containing the advisable to effect such Qualified Receivables Financing; (xi) contractual encumbrances or restrictions contained in other Indebtedness, Disqualified Stock or Preferred Stock of CommScope or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by CommScope in good faith) or (ii) such encumbrances and restrictions, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the indentures governing the Existing Unsecured Notes or the Senior Credit Agreements (as determined by CommScope in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) encumbrances or restrictions arising or agreed to in the foregoing ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of CommScope or any Restricted Subsidiary in any manner material to CommScope or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes, in each case, as determined by CommScope in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), (c), (d) or (e)c) of the first paragraph of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (i) through (xiv) of the second paragraph of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of CommScope, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to CommScope or a Restricted Subsidiary to other Indebtedness Incurred by CommScope or any such encumbrances Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedadvances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; , including pursuant to a Credit Agreement and the other Senior Credit Documents and pursuant to the indentures governing the Second Lien Notes, Senior Subordinated Notes and the guarantees thereof; (b2) this Indenture, the Securities (and any Exchange Securities and Note Guarantees thereof) and the Security Documents, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction, with respect other instrument relating to Indebtedness of a Subsidiary that is not a Subsidiary of Person acquired by the Company on the Issue Date, or any Restricted Subsidiary which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person or its subsidiaries, other than the Person or its subsidiaries, or the property or assets of the Person, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation ofthe ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, such Person becoming a Subsidiary; in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f11) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (12) other Indebtedness, Disqualified Stock or Preferred Stock of any agreement Restricted Subsidiary of the Company (i) that amends, substitutes, restructures, supplements, extends, renews, refinances is Finance Co. or replaces a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or otherwise modifies (ii) that is Incurred by any Restricted Subsidiary of the agreements containing Company that is not a Guarantor subsequent to the Issue Date pursuant to Section 4.03; (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (14) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (d1) or through (e), or in this clause (f)13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Company, no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary of the Company to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Dutch Co-Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the U.S. Co-Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the U.S. Co-Issuer or the Guarantors) to: (A) (x) pay dividends or make any other distribution distributions to the Dutch Co-Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (iiy) pay any Indebtedness owed to the Company Dutch Co-Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiiB) make any Investment in loans or advances to the Company Dutch Co-Issuer or any other Subsidiary of its Restricted Subsidiaries; or (C) sell, lease or (iv) transfer any of its properties or assets to the Company Dutch Co-Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Dutch Co-Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to clause (biii) of Section 3.3(b); (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture and the Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Dutch Co-Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Dutch Co-Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Dutch Co-Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Dutch Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (cC) of this Section 3.6(a) on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (C) of this Section 3.6(a) on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuers, is necessary or advisable to effect such Qualified Receivables Financing; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Dutch Co-Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by the Dutch Co-Issuer or a direct or indirect parent of the Dutch Co-Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Dutch Co-Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Dutch Co-Issuer or any Restricted Subsidiary in any manner material to the Dutch Co-Issuer or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, in each case, as determined by the Dutch Co-Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in clauses (A), (B) and (C) of this Section 3.6(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (dxiv) or (e), or in of this clause (fsecond paragraph of this Section 3.6(a); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Dutch Co-Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Dutch Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Dutch Co-Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any Guarantor on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, Guarantor; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary Guarantor; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiary, Guarantor; except for: in each case for such encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Initial Notes and the Guarantees thereof; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, which was in existence at the time of such acquisition (or at the time it merges, amalgamates or consolidates with or into the Issuer or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof); provided that for purposes of this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the Successor Company with respect thereto, any Subsidiary of such Person, or any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Issuer or a Restricted Subsidiary, as the case may be, when such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; Successor Company; (cv) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other contract; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (dvii) any restriction customary provisions in (x) joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such restriction restricts obligations impose restrictions of the transfer nature discussed in Section 3.6(c) on the property so acquired; (ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions on the property subject to such security lease, sub-lease, license, sublicense, contract or other similar agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially impair the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.3 and Section 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) do not materially impair the Issuer’s ability to make future principal or interest payments on the Notes, in each case under this clause (xiii), as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; (xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the encumbrances and restrictions contained in the agreements containing governing that Refinancing Indebtedness are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; and (xvi) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in xv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any Guarantor on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, Guarantor; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary Guarantor; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiary, Guarantor; except for: in each case for such encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Initial Notes and the Guarantees thereof; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, which was in existence at the time of such acquisition (or at the time it merges, amalgamates or consolidates with or into the Issuer or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof); provided that for purposes of this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the Successor Company with respect thereto, any Subsidiary of such Person, or any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Issuer or a Restricted Subsidiary, as the case may be, when such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; Successor Company; (cv) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other contract; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (dvii) any restriction customary provisions in (x) joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such restriction restricts obligations impose restrictions of the transfer nature discussed in Section 3.6(c) on the property so acquired; (ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions on the property subject to such security lease, sub-lease, license, sublicense, contract or other similar agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially impair the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.3 and Section 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) do not materially impair the Issuer’s ability to make future principal or interest payments on the Notes, in each case under this clause (xiii), as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; (xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the encumbrances and restrictions contained in the agreements containing governing that Refinancing Indebtedness are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; and (xvi) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in xv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries toRestricted Subsidiary, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution distributions to the Issuers or any of their Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness indebtedness owed to the Company Issuers or any other Restricted Subsidiary, ; (iii) make any Investment in loans or advances to the Company Issuers or any other Subsidiary or Restricted Subsidiary; or (iv) transfer any of its properties or assets to the Company Issuers or any other Restricted Subsidiary. (b) Notwithstanding the foregoing, except for: (a) the Issuers may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (i) pursuant to any agreement in effect on the Issue Date; (bii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction, with respect to a Subsidiary that restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (iii) pursuant to an agreement effecting a Subsidiary Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above or clause (iv) below, provided, however, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are no more restrictive taken as a whole (as determined in good faith by the Chief Financial Officer of Globalstar) than the provisions contained in the predecessor agreement the subject thereof; (iv) in the case of clause (iii) of Section 4.6(a), consisting of restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company on Issuers or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Issue Date, in existence at extent such encumbrances or restrictions restrict the time such Person becomes a Subsidiary transfer of the Company and not incurred in connection with, or in contemplation of, property subject to such Person becoming a Subsidiarysecurity agreement; (cv) in the case of clause (iv) of Section 4.6(a), consisting of customary non-assignment or subletting nonassignment provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary leases governing leasehold interests, but only to the extent such restriction restricts provisions restrict the transfer of the lease or the property subject thereunder; (vi) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such security agreementtransaction no Default shall have occurred or be continuing, mortgage that such restriction terminates if such transaction is not consummated and that such consummation or leaseabandonment of such transaction occurs within one year of the date such agreement was entered into; (evii) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.imposed

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer and Holdings I will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i) (1) pay dividends or make any other distribution distributions to the Issuer, Holdings I or any Restricted Subsidiaries (A) on its Capital Stock; or (B) with respect to any other interest or participation in, or measured by, its profits; or (ii2) pay any Indebtedness owed to the Company Issuer, Holdings I or any other SubsidiaryRestricted Subsidiaries; (ii) make loans or advances to the Issuer, Holdings I or any Restricted Subsidiaries; or (iii) make any Investment in the Company sell, lease or any other Subsidiary or (iv) transfer any of its properties or assets to the Company Issuer, Holdings I or any other Subsidiary, Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; , including pursuant to the Credit Agreement; (b2) (A) this Indenture, the Securities (and guarantees thereof), the Security Documents, the Intercreditor Agreement, any Currency Agreement, any agreement of instrument creating a Hedging Obligation and any Additional Intercreditor Agreements and (B) the indenture governing the Senior Securities and the Senior Securities (and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restrictionother instrument of a Person acquired by the Issuer, with respect to a Holdings I or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) any Restricted Investment not incurred prohibited by Section 4.04 and any Permitted Investment; (7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value added taxes), in connection withwith deductions made for tax, pension, national insurance and other similar purposes or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions for the benefit of any lease, license or other contract; (d) any restriction customers under contracts entered into in the ordinary course of business business; (8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business; (9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course of business; (10) customary provisions contained in any lease leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; business; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date under Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Securities than the encumbrances and restrictions contained in the Credit Agreement as of the Issue Date (as determined in good faith by the Issuer) or (B) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines that such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Securities and Holding I’s ability to make payments on the Proceeds Loans in each case as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrances or restrictions of the type referred to in clause (iii) above existing by reason of any Lien permitted under Section 4.12; (14) any agreement that amendsencumbrances or restrictions of the type referred to in clauses (i), substitutes(ii) and (iii) above imposed by any amendments, restructuresmodifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing clauses (a), 1) through (b), (c), (d13) or (e), or in this clause (f)above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Issuer, no more restrictive in any material with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (15) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business. (b) For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or pursuant liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of (or remedy bars in respect of) loans or advances made to the agreement evidencing Issuer, Holdings I or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amendedIssuer, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Holdings I or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will may not, and will may not permit any of its Subsidiaries toRestricted Subsidiary, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness indebtedness owed to the Company or any other Restricted Subsidiary, ; (iii) make any Investment in loans or advances to the Company or any other Subsidiary or Restricted Subsidiary; or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary. (b) Notwithstanding the foregoing, except for: (a) the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction restriction: (i) pursuant to any agreement in effect on the Issue Date; ; (bii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction, with respect to a Subsidiary that restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (iii) pursuant to an agreement effecting a Subsidiary Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above or clause (iv) below, provided, however, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are no more restrictive taken as a whole (as determined in good faith by the Chief Financial Officer of the Company) than the provisions contained in the predecessor agreement the subject thereof; (iv) in the case of clause (iii) of Section 4.4(a), consisting of restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company on or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Issue Date, in existence at extent such encumbrances or restrictions restrict the time such Person becomes a Subsidiary transfer of the Company and not incurred property subject to such security agreement; (v) in connection withthe case of clause (iv) of Section 4.4(a), or in contemplation of, such Person becoming a Subsidiary; (c) consisting of customary non-assignment or subletting nonassignment provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary leases governing leasehold interests, but only to the extent such restriction restricts provisions restrict the transfer of the lease or the property subject thereunder; (vi) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such security agreementtransaction no Default shall have occurred or be continuing, mortgage that such restriction terminates if such transaction is not consummated and that such consummation or lease; abandonment of such transaction occurs within one year of the date such agreement was entered into; (evii) any restriction contained in an agreement imposed pursuant to which Permitted Subsidiary Indebtedness is incurred; and applicable law or regulations; (fviii) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or imposed pursuant to the agreement evidencing Senior Loan Documents or any Refinancing thereof; (ix) imposed pursuant to this Indenture and the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Notes; or (x) consisting of any restriction on the sale or modifiedother disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries toRestricted Subsidiary, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution distributions to the Issuers or any of their Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness indebtedness owed to the Company Issuers or any other Restricted Subsidiary, ; (iii) make any Investment in loans or advances to the Company Issuers or any other Subsidiary or Restricted Subsidiary; or (iv) transfer any of its properties or assets to the Company Issuers or any other Restricted Subsidiary. (b) Notwithstanding the foregoing, except for: (a) the Issuers may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (i) pursuant to any agreement in effect on the Issue Date; (bii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction, with respect to a Subsidiary that restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (iii) pursuant to an agreement effecting a Subsidiary Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above or clause (iv) below, provided, however, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are no more restrictive taken as a whole (as determined in good faith by the Chief Financial Officer of Globalstar) than the provisions contained in the predecessor agreement the subject thereof; (iv) in the case of clause (iii) of Section 4.06(a), 47 41 consisting of restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company on Issuers or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Issue Date, in existence at extent such encumbrances or restrictions restrict the time such Person becomes a Subsidiary transfer of the Company and not incurred in connection with, or in contemplation of, property subject to such Person becoming a Subsidiarysecurity agreement; (cv) in the case of clause (iv) of Section 4.06(a), consisting of customary non-assignment or subletting nonassignment provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary leases governing leasehold interests, but only to the extent such restriction restricts provisions restrict the transfer of the lease or the property subject thereunder; (vi) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such security agreementtransaction no Default shall have occurred or be continuing, mortgage that such restriction terminates if such transaction is not consummated and that such consummation or leaseabandonment of such transaction occurs within one year of the date such agreement was entered into; (evii) imposed pursuant to applicable law or regulations; (viii) imposed pursuant to this Indenture and the Securities; or (ix) consisting of any restriction contained in an agreement pursuant to which on the sale or other disposition of assets or property securing Debt as a result of a Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance Lien on such assets or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedproperty.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Holdings and the Borrower shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to Holdings or any of its Restricted Subsidiaries (1) on its Capital StockStock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Holdings or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in the Company loans or advances to Holdings or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Holdings or any other Subsidiaryof its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (i) contractual encumbrances or restrictions in effect or entered into on the Closing Date pursuant to (x) the First Lien Credit Agreement, except for: (ay) any encumbrance or restriction the Second Lien Notes and (z) pursuant to any other agreement in effect on the Issue Closing Date; ; (bii) this Agreement, the Collateral Documents, the Intercreditor Agreement, and guarantees thereof; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restriction, with respect to other instrument of a Person acquired by Holdings or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company Person, so acquired; provided that such encumbrance or restriction does not adversely affect the Borrower’s ability to make interest and not incurred principal payments on the Loans; (v) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with, or the ordinary course of business; (vii) customary provisions in contemplation of, such Person becoming a Subsidiary; joint venture agreements entered into in the ordinary course of business; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business (and permitted under the Collateral Documents) that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (ix) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreementlease; (x) [reserved]; (xi) other Indebtedness, mortgage Disqualified Stock or leasePreferred Stock of any Restricted Subsidiary of Holdings that is Incurred subsequent to the Closing Date pursuant to Section 3; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (eas determined by the Borrower in good faith); (xii) any restriction contained in an agreement Restricted Investment not prohibited by Section 4 and any Permitted Investment; (xiii) Secured Indebtedness otherwise permitted to be Incurred pursuant to which Permitted Subsidiary Indebtedness is incurredSections 3 and 11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; and and (fxiv) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in this clause (f)xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Borrower, no more restrictive in any material as a whole with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 5, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Issuer to: (ia) pay dividends or make any other distribution distributions on its Capital Stock, (ii) Stock to the Issuer or any other Restricted Subsidiary or pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary, ; (iiib) make any Investment in loans or advances to, or guarantee any Indebtedness of, the Company Issuer or any other Subsidiary or Restricted Subsidiary; or (ivc) transfer Transfer any of its properties or assets to the Company Issuer or any other Restricted Subsidiary, except for: ; except: (a1) any encumbrance or restriction pursuant to any an agreement as in effect at or entered into on the Issue Date (including this Indenture and the Credit Facilities), as such encumbrance or restriction is in effect on the Issue Date; ; (b2) any Lien permitted under this Indenture that restricts the Transfer of assets which are subject to such Lien; (3) restrictions on the Transfer of assets imposed under any agreement to sell such assets permitted under this Indenture pending the closing of such sale; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction, with respect to a Subsidiary that restriction is not a Subsidiary applicable to any Person, or the assets of any Person, other than the Person or the assets of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; so acquired; (c5) customary non-assignment or subletting provisions of any leasein partnership agreements, license or limited liability company organizational governance documents, joint venture agreements and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that restrict the Transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person; (6) Purchase Money Indebtedness and Capital Lease Obligations incurred pursuant to Section 4.09(b)(8) that impose restrictions of the nature described in Section 4.08(c) on the assets acquired; (7) any lease encumbrances or restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in clauses (1), (4), (6) or (11) of this Section 4.08; provided that such amendments or Refinancings are, in the good faith judgment of the Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or Refinancing; (8) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; (9) any Subsidiary such encumbrance or any security agreement or mortgage securing Indebtedness restriction consisting of any Subsidiary customary provisions in leases governing leasehold interests to the extent such restriction restricts provisions restrict the transfer Transfer of the lease or the property subject leased thereunder; (10) customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Issuer and the Restricted Subsidiaries between the Issuer or any Restricted Subsidiary and its customers and other contracts restricting the assignment thereof; (11) any agreement as in effect at the time any Person becomes a Subsidiary of the Issuer; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (12) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under this Indenture so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary; (13) indentures, agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under this Indenture so long as the restrictions imposed pursuant to such security agreementIndebtedness are no more restrictive, mortgage or leasetaken as a whole, than those restrictions contained in the Credit Facilities on the Issue Date; and (e14) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance imposed by applicable law, rule, regulation or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedorder.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower and Starwood REIT shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends or make any other distribution distributions to the Borrower or Starwood REIT or any Restricted Subsidiary (A) on their Capital Stock or (B) with respect to any other interest or participation in, or measured by, its Capital Stockprofits, or (ii) pay any Indebtedness owed to the Company Borrower, Starwood REIT or any Restricted Subsidiary (other than in respect of the subordination of such Indebtedness to the Senior Secured Notes, the Affiliate Guaranty or any other SubsidiaryIndebtedness incurred pursuant to the terms of this Agreement, as the case may be), (iiib) make any Investment in loans or advances to the Company Borrower, Starwood REIT or any other Restricted Subsidiary or (ivc) sell, lease, or transfer any of its their properties or assets to the Company Borrower, Starwood REIT or any other Restricted Subsidiary, except for: (ain each case) any encumbrance for such encumbrances or restriction pursuant to any agreement restrictions existing under or by reason of (1) contractual encumbrances or restrictions in effect on the Issue Original Closing Date; , (b2) the Bank Credit Facility (and any related security agreements) and any Guaranties thereof, this Agreement, the Senior Secured Notes, the Affiliate Guaranty, indebtedness incurred pursuant to clause (h) and (j) of Section 5.9 and any related security agreements, (3) this Agreement, the Senior Secured Notes and the Affiliate Guaranty, (4) any encumbrance instrument governing Indebtedness or restrictionCapital Stock of a Person acquired by the Borrower, with respect to a Starwood REIT or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection with, with or in contemplation ofof such acquisition), such Person becoming a Subsidiary; which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (c5) by reason of customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the 54 61 ordinary course of business, (6) purchase money obligations for property acquired in the ordinary course of business contained or secured indebtedness permitted to be incurred and secured hereby that impose restrictions of the nature discussed in clause (c) above on the property so acquired or which secures such indebtedness, (7) applicable law or any lease applicable rule or order of any Subsidiary Gaming Authority, (8) customary restrictions imposed by asset sale or stock purchase agreements relating to the sale of assets or stock by the Borrower, Starwood REIT or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementRestricted Subsidiary, mortgage or lease; (e9) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) encumbrances or restrictions imposed by any encumbrance or restriction existing under any agreement that amendsamendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces obligations referred to in clauses (1) through (8) above, provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or otherwise modifies the agreements containing the encumbrances or restrictions refinancings are, in the foregoing clauses (a)good faith judgment of the Borrower and Starwood REIT, (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (10) customary encumbrances or restrictions, pursuant to the agreement evidencing terms of Preferred Stock permitted to be issued pursuant to Section 5.9, on the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced payment of dividends or modifieddistributions on the other Capital Stock of the issuer of such Preferred Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Subsidiary Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness permitted pursuant to clause (biii) of Section 3.3(b); (ii) this Indenture, the Notes, the Guarantees and the Security Documents, the Unsecured Notes Indenture, the Opco Notes Indentures and the indenture governing the Holdco Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (c) of the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the Unsecured Notes Indenture, the Opco Notes Indentures or the Senior Credit Agreements (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) of the first paragraph of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (di) or through (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual contractual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distribution distributions on its Capital Stock, ; (ii2) pay any Indebtedness or other obligations owed to the Company or any other Subsidiary, Company; (iii3) make any Investment in loans or advances to the Company or any other Subsidiary or Company; or (iv4) transfer any of its properties property or assets to the Company or any other SubsidiaryCompany, except for: except, in the case of clauses (a1), (2), (3) and (4) above: (A) any encumbrance or restriction pursuant to any (i) applicable law, rule, regulation or order or (ii) an agreement in effect at or entered into on the Issue Date; ; (bB) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not a pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary of prior to the date on which such Restricted Subsidiary was acquired by the Company on the Issue Date(other than Indebtedness Incurred as consideration in, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, 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 Person becoming Restricted Subsidiary became a SubsidiaryRestricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B) of this Section 4.06 or this clause (C) or contained in any amendment to an agreement referred to in clause (A) or (B) of this Section 4.06 or this clause (C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (cD) any encumbrance or restriction pursuant to an agreement with respect to Indebtedness incurred in reliance on Section 4.07(b)(1); (E) in the case of clause (4) above, any encumbrance or restriction: (i) that restricts in a customary non-manner the subletting, assignment or subletting provisions transfer of any property or asset that is subject to a lease, sublease, license or similar contract, or the assignment or transfer of any such lease, sublease, license or other contract; or (dii) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any mortgages, pledges and other security agreement or mortgage agreements securing Indebtedness of any a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementagreements or the Subsidiary incurring or Guaranteeing such indebtedness; (F) with respect to a Restricted Subsidiary, mortgage or lease; (e) any restriction contained in imposed pursuant to an agreement pursuant to which Permitted entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Indebtedness is incurred; and pending the closing of such sale or disposition; (fG) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction or the Company or any agreement Restricted Subsidiary with respect to Standard Securitization Undertakings in connection with a Qualified Receivables Transaction; (H) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that amendsimpose restrictions on the property purchased or leased of the nature described in clause (4) above; (I) any encumbrances or restrictions contained in joint venture agreements and restrictions with respect to the disposition or distribution of assets or property subject to asset sale agreements, substitutesstock sale agreements and other similar agreements and customary provisions in agreements restricting the assignment or transfer thereof; (J) restrictions on cash or other deposits or net worth imposed by customers, restructureslenders, suppliers or, in the ordinary course of business, other third parties or by Liens permitted hereby; (K) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness incurred by such Foreign Subsidiary; and (L) any encumbrance or restriction contained in the terms of any Indebtedness permitted to be incurred hereunder; provided that such encumbrance of restriction are not expected to (as determined by the Company in good faith on the date of incurrence) materially adversely affect the ability of the Company to pay principal and interest on the Notes; and any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renews, refinances replacements or replaces or otherwise modifies the agreements containing the refinancings thereof that do not contain encumbrances or restrictions that are materially more restrictive (as determined by the Company in good faith) than those in the foregoing clauses (a)original Indebtedness. For purposes of determining compliance with this Section 4.06, (b), (c), (di) or (e), or in this clause (f); provided that the terms and conditions priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including (b1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) pursuant to the Existing Notes Indentures, the Existing Notes and the guarantees thereof and (3) related Swap Contracts; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not was designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; Section 3.6(c) on the property so acquired; (cix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer of type described in Section 3.6(c) on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (1) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith) or (2) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in xiv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company CommScope will not, and will not permit any of its Restricted Subsidiaries (other than the Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Issuer or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to CommScope or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company CommScope or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in the Company loans or advances to CommScope or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company CommScope or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of CommScope or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness permitted pursuant to clause (biii) of Section 3.3(b); (ii) this Indenture, the Notes, the Guarantees and the indentures governing the Holdco Notes, the Opco Notes and the Secured Notes and the guarantees and other documents relating to such indentures; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into CommScope or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into CommScope or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than CommScope or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by CommScope or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (c) of the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of CommScope or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by CommScope in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the indentures governing the Opco Notes and the Secured Notes or the Senior Credit Agreements (as determined by CommScope in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of CommScope or any Restricted Subsidiary in any manner material to CommScope or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by CommScope in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) of the first paragraph of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (di) or through (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of CommScope, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to CommScope or a Restricted Subsidiary to other Indebtedness Incurred by CommScope or any such encumbrances Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedadvances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital StockStock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into on the Closing Date, including pursuant to this Agreement, the Loan Documents and the other Subsidiarydocuments relating to this agreement, except for: any ABL Credit Agreement and the other documents relating to any ABL Credit Agreement; (a2) the Senior Notes Indenture, the Senior Notes and any exchange notes and Guarantees thereof; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by the Borrower or any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company and not incurred in connection withPerson, or in contemplation of, such Person becoming a Subsidiary; so acquired; (c5) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other contract; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (d7) any restriction customary provisions in (x) joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business to the extent such restriction restricts imposing restrictions of the transfer nature discussed in clause (c) above on the property so acquired; (9) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (c) above on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f10) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith); (12) any encumbrance or restriction contained in Secured Indebtedness otherwise modifies permitted to be Incurred pursuant to Sections 7.01 and 7.03 to the agreements containing extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (13) encumbrances or restrictions arising or agreed to in the foregoing clauses (a)ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (b), (c), (dx) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (ey) materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith); (14) encumbrances or restrictions existing under, by reason of or in this clause (f)with respect to Refinancing Indebtedness; provided that the terms encumbrances and conditions restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive as a whole with respect to such encumbrances or restrictions are no more restrictive than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.09 (i) the priority of any Preferred Stock in any material respect than those under receiving dividends or pursuant liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries (other than the Issuers or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Issuers or the Guarantors) to: (A) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiiB) make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (C) sell, lease or (iv) transfer any of its properties or assets to the Company or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Company or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to clause (biii) of Section 3.3(b); (ii) this Indenture, the Notes, the Guarantees and the other documents relating to this Indenture and the Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Company or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Company or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Company and not incurred in connection withor such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or in contemplation of, such Person becoming a Subsidiary; consolidation; (cv) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other contract; (d) any restriction deposits or net worth imposed by customers under contracts entered into in the ordinary course of business contained business; (vii) customary provisions in any lease operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Financing Lease Obligations, to the extent such restriction restricts obligations impose restrictions of the transfer nature discussed in clause (C) of this Section 3.6(a) on the property so acquired; (ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements to the extent such obligations impose restrictions of the type described in clause (C) of this Section 3.6(a) on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Company, is necessary or advisable to effect such Qualified Receivables Financing; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on either series of Notes (as determined by the Company or a direct or indirect of the Company in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of such series of Notes than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined by the Company or a direct or indirect parent of the Company in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on either series of Notes, in each case, as determined by the Company or a direct or indirect parent of the Company in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in clauses (A), (B) and (C) of this Section 3.6(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or other Refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (d) or (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other Refinancing are, in the terms good faith judgment of the Company or a direct or indirect parent of the Company, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other Refinancing. (b) For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d), the Borrower or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital StockEquity Interests or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease, transfer or (iv) transfer assign any of its properties or assets to the Company Borrower or any other Subsidiaryof its Restricted Subsidiaries; (d) 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: in each case for such encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Borrower or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue FundingRelease Date; , including pursuant to the Existing Senior Notes Indenture, the Existing Credit Agreement, the other Loan Documents (bas defined in the Existing Credit Agreement) and the other documents relating to the Existing Senior Notes Indenture, the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement), the Backstop Agreement and the other documents relating to the Backstop Agreement and, in each case, Permitted Refinancings thereof; (ii) this Agreement or any other Loan Documents, indentures, instruments or agreement governing any Additional Permitted Obligations, indentures, instruments or agreement governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Refinancings Indebtedness of each of the foregoing; (iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; (iv) any encumbrance agreement or restriction, with respect to other instrument of a Person acquired by the Borrower or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company and not incurred Person, so acquired; (v) customary encumbrances or restrictions contained in connection withcontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in contemplation of, such Person becoming a Subsidiary; the ordinary course of business; (cvii) customary non-assignment or subletting provisions of any lease, license or other contract; in (dx) any restriction joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business to the extent such restriction restricts obligations impose restrictions of the transfer type set forth in clause (c) above on the property so acquired; (ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property subject to such security lease, license contract or other similar agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the FundingRelease Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise modifies permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the agreements containing extent limiting the encumbrances right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restrictions restriction arising or agreed to in the foregoing clauses (a)ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (b), (c), (dx) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (e)y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in each case, as determined by the Borrower in good faith; (xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture; (xv) existing under, by reason of or in this clause (f)with respect to Refinancing Indebtedness; provided that the terms encumbrances and conditions restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in good faith; (xvi) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred pursuant to Section 7.03; (xvii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and not in circumvention of this provision; (xviii) customary net worth provisions contained in real property leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations; (xix) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; (xx) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (xxi) obligations under any Swap Contract entered into for bona fide hedging purposes; (xxii) Cash Management Agreements; and (xxiii) any encumbrances or restrictions are no imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xxii) above; provided that any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not more restrictive in any material as a whole with respect than those under or pursuant to the agreement evidencing applicable encumbrance or restriction than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.07, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries toRestricted Subsidiary, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution distributions to the Issuers or any of their Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness indebtedness owed to the Company Issuers or any other Restricted Subsidiary, ; (iii) make any Investment in loans or advances to the Company Issuers or any other Subsidiary or Restricted Subsidiary; or (iv) transfer any of its properties or assets to the Company Issuers or any other Restricted Subsidiary. (b) Notwithstanding the foregoing, except for: (a) the Issuers may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (i) pursuant to any agreement in effect on the Issue Date; (bii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction, with respect to a Subsidiary that restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (iii) pursuant to an agreement effecting a Subsidiary Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above or clause (iv) below, provided, however, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are no more restrictive taken as a whole (as determined in good faith by the Chief Financial Officer of Globalstar) than the provisions contained in the predecessor agreement the subject thereof; (iv) in the case of clause (iii) of Section 4.06(a), consisting of restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company on Issuers or a Restricted Subsidiary otherwise 47 40 permitted under this Indenture, but only to the Issue Date, in existence at extent such encumbrances or restrictions restrict the time such Person becomes a Subsidiary transfer of the Company and not incurred in connection with, or in contemplation of, property subject to such Person becoming a Subsidiarysecurity agreement; (cv) in the case of clause (iv) of Section 4.06(a), consisting of customary non-assignment or subletting nonassignment provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary leases governing leasehold interests, but only to the extent such restriction restricts provisions restrict the transfer of the lease or the property subject thereunder; (vi) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such security agreementtransaction no Default shall have occurred or be continuing, mortgage that such restriction terminates if such transaction is not consummated and that such consummation or leaseabandonment of such transaction occurs within one year of the date such agreement was entered into; (evii) imposed pursuant to applicable law or regulations; (viii) imposed pursuant to this Indenture and the Securities; or (ix) consisting of any restriction contained in an agreement pursuant to which on the sale or other disposition of assets or property securing Debt as a result of a Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance Lien on such assets or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedproperty.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Subsidiary to to: (i) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Subsidiaries on its Capital Stock, Stock or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Subsidiaries; (ii) make loans or advances to the Issuer or any of its Subsidiaries; (iii) make any Investment in create, incur, assume or suffer to exist Liens on the Company Collateral of such Person for the benefit of the Holders with respect to the Notes and the Obligations or any other Subsidiary or under this Indenture; or (iv) sell, lease or transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Subsidiaries. (b) However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect or entered into on the Issue Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts, the Existing Indentures, the Existing Notes, the related guarantees and the other documents relating to the Existing Indentures and Indebtedness permitted pursuant to Sections 3.3(b)(i)(C) and (biii); (ii) this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreements and other documents relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Issuer or any Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restrictionrestriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Issuer or such Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Subsidiary that is not a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary ordinary course of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; business; (cvii) customary non-assignment or subletting provisions of any lease, license or other contract; in (dx) any restriction joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business to the extent such restriction restricts imposing restrictions of the transfer nature discussed in Section 3.6(a)(iii) on the property so acquired; (ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Factoring; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of any Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make future principal or interest payments on the Notes (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdoes not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Subsidiary in any manner material to the Issuer or any Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes (as determined by the Issuer in good faith); (xiv) encumbrances or restrictions existing under, by reason of or with respect to Permitted Refinancings; provided that the encumbrances and restrictions contained in the agreements governing those Permitted Refinancings are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (dxiv) or (e), or in of this clause (fSection 3.6(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing are, in the terms and conditions good faith judgment of any the Issuer, no more restrictive as a whole with respect to such encumbrances or restrictions are no more restrictive than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in any material respect than those under receiving dividends or pursuant liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Subsidiary of the Issuer to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Issuer or modifiedany such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; (c) create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; or (ivd) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into on the Closing Date, including pursuant to this Agreement, the other SubsidiaryLoan Documents and the other documents relating to this Agreement, except for: related Swap Contracts and Indebtedness permitted pursuant to Section 7.02(b)(3); (a2) [reserved]; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any agreement in effect on the Issue Date; (b) any encumbrance Restricted Subsidiary or restriction, with respect to a an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than the Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company and not incurred in connection withcase may be, by the Borrower or in contemplation ofsuch Restricted Subsidiary, as the case may be, at the time of such Person becoming a Subsidiary; merger, amalgamation or consolidation; (c5) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other contract; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (d7) any restriction customary provisions in (x) joint venture agreements entered into in the ordinary course of business contained with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in any lease connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business to the extent such restriction restricts imposing restrictions of the transfer nature discussed in clauses (c) or (d) above on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sub-licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clauses (c) or (d) above on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f10) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Borrower, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable; (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.02; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower or a direct or indirect parent of the Borrower in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement (as determined by the Borrower in good faith); (12) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.01 and 7.02 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (13) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payment on the Loans (as determined by the Borrower in good faith); (14) encumbrances or restrictions existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (15) encumbrances or restrictions existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces obligations referred to in clauses (1) through (15) above; provided that encumbrances or otherwise modifies restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the agreements containing good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any with respect to such encumbrances or restrictions are no more restrictive than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.08 (i) the priority of any Preferred Stock in any material respect than those under receiving dividends or pursuant liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Lux Co-Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the U.S. Co-Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the U.S. Co-Issuer or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Lux Co-Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Lux Co-Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Lux Co-Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Lux Co-Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Lux Co-Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts, the Existing Indenture, the Existing Notes, the related guarantees and the other documents relating to the Existing Notes and Indebtedness permitted pursuant to clause (bc) of the definition of “Permitted Debt”; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture and the Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Lux Co-Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Lux Co-Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Lux Co-Issuer or such Restricted Subsidiary is the Successor Company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Lux Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (c) of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Lux Co-Issuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Lux Co-Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by the Lux Co-Issuer or a direct or indirect parent of the Lux Co-Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the Existing Indenture or the Senior Credit Agreement as of the Issue Date (as determined by the Lux Co-Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Lux Co-Issuer or any Restricted Subsidiary in any manner material to the Lux Co-Issuer or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Lux Co-Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (di) or through (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Lux Co-Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Lux Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Lux Co-Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to to: (i1) pay dividends or make any other distribution distributions on its Capital StockStock to the Issuer, (ii) or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any other Subsidiary, Issuer; (iii2) make any Investment in loans or advances to the Company Issuer; or (3) sell, lease or any other Subsidiary or (iv) transfer any of its properties or assets to the Company Issuer; provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction. (b) However, Section 4.15(a) will not apply to encumbrances or restrictions consisting of, or existing under or by reason of: (1) contractual encumbrances or restrictions in effect (x) pursuant to any Credit Agreement, the Existing Secured OpCo Notes, Unsecured OpCo Notes, the New Secured OpCo Notes, any Hedging Obligations, or any related documents or (y) on the Effective Date, including, without limitation, pursuant to Existing Indebtedness and related documentation; (2) this Indenture and the Notes; (3) purchase money obligations that impose encumbrances or restrictions on a property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Issuer or any Restricted Subsidiary, or which agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that, for purposes of this clause (5), if a Person other than the Issuer is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Issuer or a Restricted Subsidiary, except for: as the case may be, when such Person becomes such Successor Company; (a6) any encumbrance transfer of, agreement to transfer, option or restriction pursuant to right with respect to, or Lien on, any agreement in effect on property or assets of the Issue Date; (b) Issuer or any encumbrance or restrictionRestricted Subsidiary not otherwise prohibited by this Indenture, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that is not a Subsidiary has been entered into for the sale or other disposition of the Company on Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.10 and 4.12 that limits the Issue Date, in existence at the time such Person becomes a Subsidiary right of the Company and not incurred in connection with, or in contemplation of, debtor to dispose of the assets securing such Person becoming a Subsidiary; Indebtedness; (c) customary non-assignment or subletting provisions of any lease, license 8) restrictions on cash or other contract; (d) any restriction deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business business; (9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary that is OpCo or an OpCo Notes Guarantor that is incurred subsequent to the Effective Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Effective Date pursuant to Section 4.10; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; (12) any encumbrances or restrictions pursuant to any agreement, instrument or obligation (a “Refinancing Agreement”) effecting an extension, renewal, increase, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 4.15(b)(1) through (11) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement, restatement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided that the encumbrances and restrictions contained in any lease of any Subsidiary such Refinancing Agreement or any security agreement or mortgage securing Indebtedness of any Subsidiary Amendment taken as a whole are not materially less favorable to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction Holders than encumbrances and restrictions contained in an agreement pursuant the Initial Agreement or Initial Agreements to which Permitted Subsidiary Indebtedness is incurred; and such Refinancing Agreement or Amendment relates (fas determined in good faith by the Issuer); (13) any encumbrance or restriction existing under of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to any Securitization Subsidiary; (14) any encumbrance or restriction in connection with Non-Recourse Product Financing Indebtedness or Non-Recourse Acquisition Financing Indebtedness; (15) any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (17) customary provisions restricting assignment of any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies entered into in the agreements containing the ordinary course of business; (18) any encumbrances or restrictions arising in connection with cash or other deposits permitted under Section 4.12; (19) any encumbrance or restriction that arises or is agreed to in the foregoing clauses ordinary course of business and does not detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or such Restricted Subsidiary; (a), 20) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; or (b), 21) an agreement or instrument relating to any Indebtedness incurred subsequent to the Effective Date (c), i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in agreements in effect on the Effective Date (das determined in good faith by the Issuer) or (e), ii) if such encumbrance or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no restriction is not materially more restrictive in any material respect than those under or pursuant disadvantageous to the agreement evidencing Holders than is customary in comparable financings (as determined in good faith by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer) and either (x) the Issuer determines in good faith that such encumbrance or modifiedrestriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Subsidiary Guarantors) to: (A) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiiB) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (C) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. (b) However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts, the Existing Indentures, the Existing Notes, the related guarantees and the other documents relating to the Existing Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreements and other documents relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in (x) joint venture agreements or arrangements and not incurred other similar agreements or arrangements relating solely to the applicable joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (c) in the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (ex) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of the Issuer or any direct or indirect parent of the Issuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) any encumbrance or restriction contained in an agreement other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to which Permitted Section 3.3; provided that such encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, (x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary Indebtedness is incurred; and in any manner material to the Issuer or any Restricted Subsidiary or (fy) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, in each case, as determined in good faith by the Issuer or any direct or indirect parent of the Issuer; (xiv) any encumbrance or restriction existing under under, by reason or with respect to Refinancing Indebtedness; provided that such encumbrances and restrictions, taken as a whole, are not materially less favorable to the holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Issuer or any agreement that amendsdirect or indirect parent of the Issuer); and (xv) any encumbrance or restriction imposed by any amendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (dxiv) or (e), or in this clause (fof Section 3.6(b); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer or any direct or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Subsidiary Guarantors) to: (A) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiiB) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (C) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. (b) However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Acquisition Closing Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts, the New Unsecured Notes Indenture, the New Unsecured Notes, the related guarantees and the other documents relating to the New Unsecured Notes Indenture, the Existing Indentures, the Existing Notes, the related guarantees and the other documents relating to the Existing Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii); (bii) this Indenture, the Notes, the Guarantees, the Escrow Agreement, the Keepwell Agreement, the Security Documents, the Intercreditor Agreements and other documents relating to this Indenture, the Notes, the Guarantees, the Escrow Agreement, the Keepwell Agreement, the Security Documents and the Intercreditor Agreements; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in (x) joint venture agreements or arrangements and not incurred other similar agreements or arrangements relating solely to the applicable joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in contemplation of, such Person becoming a Subsidiary; clause (c) in the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (ex) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of the Issuer or any direct or indirect parent of the Issuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) any encumbrance or restriction contained in an agreement other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Acquisition Closing Date pursuant to which Permitted Section 3.3; provided that such encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, (x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary Indebtedness is incurred; and in any manner material to the Issuer or any Restricted Subsidiary or (fy) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, in each case, as determined in good faith by the Issuer or any direct or indirect parent of the Issuer; (xiv) any encumbrance or restriction existing under under, by reason or with respect to Refinancing Indebtedness; provided that such encumbrances and restrictions, taken as a whole, are not materially less favorable to the holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Issuer or any agreement that amendsdirect or indirect parent of the Issuer); and (xv) any encumbrance or restriction imposed by any amendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings of the contracts, refinances instruments or replaces or otherwise modifies the agreements containing the encumbrances or restrictions obligations referred to in the foregoing immediately preceding clauses (a), i) through (b), (c), (dxiv) or (e), or in this clause (fof Section 3.6(b); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer or any direct or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiiii) make any Investment in loans or advances to the Company or any other Subsidiary or of its Restricted Subsidiaries; or (iviii) transfer any of its properties or assets to the Company or any other Subsidiary, except for: of its Restricted Subsidiaries. The foregoing shall not restrict any encumbrances or restrictions: (a) any encumbrance or restriction pursuant to any agreement in effect existence on the Issue Date; ; (b) existing under or by reason of applicable law; (c) existing with respect to any encumbrance Person or restrictionthe property or assets of a Person acquired by the Company or any Restricted Subsidiary, existing at the time of the acquisition and not incurred in contemplation of such acquisition, which encumbrances or restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (d) existing by reason of customary non-assignment provisions in leases entered into in the normal course of business and consistent with past practices; (e) existing under or by reason of Indebtedness in respect of a Permitted Refinancing, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (f) with respect to clause (iii) above, existing under or by reason of performance bonds or similar security for performance which encumbrances or restrictions do not cover any asset other than the asset associated with the Company's performance; (g) existing under or by reason of Indebtedness incurred under Section 4.09(b)(i) or (b)(ii) hereof; (h) existing under or by reason of this Indenture and the Notes; or (i) with respect to a Subsidiary Restricted Subsidiary, imposed pursuant to an agreement that is not a Subsidiary has been entered into for the sale or disposition of all or substantially all of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection withCapital Stock of, or in contemplation property and assets of, such Person becoming a the Restricted Subsidiary, provided the sale or disposition is permitted by the terms of this Indenture; or (ci) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course case of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or ), (e), or in this clause (f); , (g), (h) and (i) above, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the terms and conditions of any such encumbrances amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions refinancings are no not materially more restrictive in any material with respect to such dividend and other payment restrictions than those under or pursuant to contained in such instruments as in effect on the agreement evidencing date of their incurrence or, if later, the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; , including pursuant to the Credit Agreements, the other Credit Agreement Documents, the First Priority Dollar Notes Indenture, the Existing Second Priority Notes Indentures and the Second Priority Notes Indenture; (b2) this Indenture, the Securities, the Security Documents and the Intercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction, with respect other instrument relating to Indebtedness of a Person acquired by the Issuer or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation of, such Person becoming a Subsidiary; the ordinary course of business; (c8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f11) any encumbrance or restriction existing under any agreement of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or such restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any apply only to such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Hexion shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to Hexion or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or by, its profits; or (ii) pay any Indebtedness owed to the Company Hexion or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in the Company loans or advances to Hexion or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Hexion or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; , including pursuant to each of the Existing First Lien Notes Indentures, the New First Lien Notes Indenture, the ABL Facility, the Senior Credit Documents, the Existing Debentures, the Existing Senior Secured Notes, the Existing Second Lien Notes and the guarantees thereof; (b2) this Indenture, the Notes (and any guarantees thereof), the Security Documents, the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction, with respect to other instrument of a Person acquired by Hexion or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person, other than the Person or its Subsidiaries, or the property or assets of the Person or its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation ofthe ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, such Person becoming a Subsidiary; in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary non-assignment or subletting provisions of any lease, license or contained in leases and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the nature discussed in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f11) any encumbrance or restriction existing under any agreement of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or such restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any apply only to such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries (other than the Issuers or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Issuers or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Parent Guarantor or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in the Company loans or advances to Parent Guarantor or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Parent Guarantor or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of Parent Guarantor or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including (bi) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (ii) the Existing Indentures, the Existing Notes, the guarantees thereof and other documents relating to the Existing Indentures, the Existing Notes and the related guarantees and other documents relating to the Existing Notes Indentures and (iii) related Swap Contracts; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into Parent Guarantor or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, was in existence at the time of such acquisition (or at the time it merges with or into Parent Guarantor or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than Parent Guarantor or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company and not incurred in connection withcase may be, by Parent Guarantor or in contemplation ofsuch Restricted Subsidiary, as the case may be, at the time of such Person becoming a Subsidiary; merger, amalgamation or consolidation; (cv) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other contract; (d) any restriction deposits or net worth imposed by customers under contracts entered into in the ordinary course of business contained business; (vii) customary provisions in any lease operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of any Subsidiary or any security agreement or mortgage securing Indebtedness such transaction, which limitation is applicable only to the assets that are the subject of any Subsidiary those agreements; (viii) purchase money obligations for property acquired and Financing Lease Obligations, to the extent such restriction restricts obligations impose restrictions of the transfer nature discussed in clause (c) above on the property so acquired; (ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Designating Party, is necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of Parent Guarantor or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (1) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by Parent Guarantor or a direct or indirect parent of Parent Guarantor in good faith) or (2) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Indentures or the Senior Credit Agreement (as determined by Parent Guarantor in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of Parent Guarantor or any Restricted Subsidiary in any manner material to Parent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by Parent Guarantor in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in this clause (f)xiv) above; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of Parent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Parent Guarantor or a Restricted Subsidiary to other Indebtedness Incurred by Parent Guarantor or any such encumbrances Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedadvances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to (i1) pay dividends or make any other distribution on its Capital Stock, , (ii2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, , (iii3) make any Investment in the Company or any other Restricted Subsidiary or or (iv4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary. (b) However, except for: paragraph (a) any will not prohibit any (1) encumbrance or restriction pursuant to an agreement (including the Credit Agreement and any agreement amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereto) in effect on the Issue Date; date of this Indenture; (b2) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; , provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c3) encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness; (4) encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (5) encumbrance or restriction existing under applicable law or any requirement of any regulatory body; (6) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (7) customary non-assignment provisions in leases, licenses or subletting provisions contracts; (8) customary restrictions contained in (A) asset sale agreements permitted to be incurred under Section 4.10 hereof that limit the transfer of such assets pending the closing of such sale and (B) any lease, license other agreement for the sale or other contract; disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (d9) any restriction customary restrictions imposed by the terms of shareholders’, partnership, limited liability company or joint venture agreements entered into in the ordinary course of business business; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, limited liability company or joint venture; and provided, further, however, that such encumbrances and restrictions may not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Indenture; (10) restrictions contained in any lease other credit or note facility or indenture governing debt of the Company or any Subsidiary or any security agreement or mortgage securing Guarantor that are not (in the view of the Board of Directors of the Company as expressed in a Board Resolution thereof) materially more restrictive, taken as a whole, than those contained in the Credit Agreement; (11) customary restrictions contained in Indebtedness of any Subsidiary Foreign Subsidiaries permitted to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement be incurred pursuant to which Permitted Subsidiary Indebtedness is incurredSection 4.09 hereof; and and (f12) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), 1) through (b), (c), (d) or (e11), or in this clause (f12); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (ai) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Existing First-Lien Issue Date, including pursuant to a Credit Agreement and the other Senior Credit Documents and pursuant to the indentures governing the Second-Lien Notes, Senior Subordinated Notes and the guarantees thereof; (ii) this Indenture, the Securities (and any Exchange Securities and Note Guarantees thereof) and the Security Documents, the Existing First-Lien Notes Indenture, the Existing First-Lien Notes, the indenture governing the Existing Secured Notes, the Existing Secured Notes, the indenture governing the New Second-Lien Notes, the New Second-Lien Notes, the indenture governing the New Subordinated Notes, the New Subordinated Notes, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument relating to Indebtedness of a Person acquired by the Company or any Restricted Subsidiary which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person or its subsidiaries, other than the Person or its subsidiaries, or the property or assets of the Person, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation ofthe ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations or Capitalized Lease Obligations, such Person becoming a Subsidiary; in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (x) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fxi) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of any agreement Restricted Subsidiary of the Company (i) that amends, substitutes, restructures, supplements, extends, renews, refinances is Finance Co. or replaces a Guarantor that is Incurred subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03 or otherwise modifies (ii) that is Incurred by any Restricted Subsidiary of the agreements containing Company that is not a Guarantor subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03; (xiii) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (xiv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (d1) through (13) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or (e)refinancings are, or in this clause (f); provided that the terms and conditions good faith judgment of any such encumbrances or restrictions are the Company, no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary of the Company to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company IssuerParent Guarantor will not, and will not permit any of its Restricted Subsidiaries (other than the Issuer or the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Issuer or the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the IssuerParent Guarantor or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company IssuerParent Guarantor or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company IssuerParent Guarantor or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company IssuerParent Guarantor or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the IssuerParent Guarantor or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Date; , including (b1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Unsecured Notes Indenture, the Existing Unsecured Notes, the guarantees thereof and other documents relating to the Existing Unsecured Notes Indenture, the Existing Unsecured Notes and the related guarantees and other documents relating to the Existing Unsecured Notes Indenture and (3) related Swap Contracts; (ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the IssuerParent Guarantor or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, was in existence at the time of such acquisition (or at the time it merges with or into the IssuerParent Guarantor or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the IssuerParent Guarantor or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the IssuerParent Guarantor or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (c) above on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer of type described in clause (c) above on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the IssuerParent Guarantor or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (1) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the IssuerParent Guarantor or a direct or indirect parent of the IssuerParent Guarantor in good faith) or (2) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Unsecured Notes Indenture or the Senior Credit Agreement (as determined by the IssuerParent Guarantor in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the IssuerParent Guarantor or any Restricted Subsidiary in any manner material to the IssuerParent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the IssuerParent Guarantor in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in xiv) of this clause (f)Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the IssuerParent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing IssuerParent Guarantor or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced IssuerParent Guarantor or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; Date or entered into in connection with the refinancing of the Floating Rate Senior Notes due 2012 of Intelsat Subholdco, including pursuant to the Credit Agreements and the other Senior Credit Documents, the New Intelsat Bermuda Unsecured Credit Agreement, the Intelsat Bermuda Facility, documents and agreements relating to the Specified Intercompany Agreements, the Existing Intelsat Notes, the Existing Subsidiary Notes (bincluding any exchange notes therefor), the Intelsat Bermuda Intercompany Loan, the Existing PanAmSat Acquisition Notes (including any exchange notes therefor) and the Lockheed Note; (2) this Indenture and the Notes (and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restrictionrestriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that is not a Subsidiary has been entered into for the sale or disposition of all or substantially all of the Company on Capital Stock or assets of such Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the Issue Date, in existence at the time such Person becomes a Subsidiary right of the Company debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and not incurred other similar agreements (including customary provisions in connection with, or agreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in contemplation of, such Person becoming a Subsidiary; the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f11) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such Receivables Subsidiary; (12) agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents, the New Intelsat Bermuda Unsecured Credit Agreement, or in an indenture governing the Existing Intelsat Notes, the Existing Subsidiary Notes, the Intelsat Bermuda Intercompany Loan, the Existing PanAmSat Acquisition Notes or the Notes, in each case, as in effect on the Issue Date or entered into in connection with the refinancing of the Floating Rate Senior Notes due 2012 of Intelsat Subholdco or (B) such encumbrances and restrictions contained in any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces instrument will not materially affect the Issuer’s ability to make anticipated principal or otherwise modifies interest payments on the agreements containing Notes (as determined by the Issuer in good faith); (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (14) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (d1) or through (e), or in this clause (f)13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Issuer, no more restrictive in any material as a whole with respect to such encumbrances and restrictions than those under prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or pursuant refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an the Credit Agreement or any other agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual contractual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distribution distributions on its Capital Stock, ; (ii2) pay any Indebtedness or other obligations owed to the Company or any other Subsidiary, Company; (iii3) make any Investment in loans or advances to the Company or any other Subsidiary or Company; or (iv4) transfer any of its properties property or assets to the Company Company, except, with respect to clauses (1), (2), (3) and (4), for such encumbrances or any other Subsidiary, except for: restrictions existing under or by reason of: (aA) any encumbrance or restriction pursuant to any (i) applicable law, rule, regulation or order or (ii) an agreement in effect at or entered into on the Issue Date; ; (bB) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not a pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary of prior to the date on which such Restricted Subsidiary was acquired by the Company on the Issue Date(other than Indebtedness Incurred as consideration in, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, 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 Person becoming Restricted Subsidiary became a SubsidiaryRestricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B) of this covenant or this clause (C) or contained in any amendment to an agreement referred to in clause (A) or (B) of this covenant or this clause (C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (cD) any encumbrance or restriction pursuant to an agreement with respect to Indebtedness incurred in reliance on Section 4.07(b)(1); (E) in the case of clause (4), any encumbrance or restriction: (i) that restricts in a customary non-manner the subletting, assignment or subletting provisions transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (dii) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any mortgages, pledges and other security agreement or mortgage agreements securing Indebtedness of any a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementagreements; (F) with respect to a Restricted Subsidiary, mortgage or lease; (e) any restriction contained in imposed pursuant to an agreement pursuant to which Permitted entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Indebtedness is incurred; and pending the closing of such sale or disposition; (fG) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction or the Company with respect to Standard Securitization Undertakings in connection with a Qualified Receivables Transaction; (H) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (4) above; (I) provisions with respect to the disposition or distribution of assets or property in or with respect to joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (J) restrictions on cash or other deposits or net worth imposed by customers, lenders, suppliers or, in the ordinary course of business, other third parties or by Liens permitted pursuant to clause (22) of the definition of “Permitted Liens”; and (K) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement that amendspursuant to which such Indebtedness was issued or any amendments, substitutesmodifications, restructuresrestatements, renewals, increases, supplements, extendsrefundings, renewsreplacements or refinancings thereof, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions refinancings are no more restrictive (as determined by the Company in good faith) in any material respect than those under contained in such agreements or pursuant to instruments in effect on the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (aA) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Date; , including pursuant to a Credit Agreement and the other Senior Credit Documents, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Intercreditor Agreement, the Existing Notes, the indentures governing the Existing Notes and the guarantees thereof; (bB) (i) this Indenture and the Securities (and any Exchange Securities and guarantees thereof) and (ii) the New Fixed Rate Second Lien Notes Indenture and the New Fixed Rate Second Lien Notes (and any exchange notes and guarantees thereof) and any other Second Lien Note Document; (C) applicable law or any applicable rule, regulation or order; (D) any encumbrance agreement or restriction, with respect other instrument relating to Indebtedness of a Subsidiary that is not a Subsidiary of Person acquired by the Company on the Issue Date, or any Restricted Subsidiary which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person, other than the Person and its subsidiaries, or the property or assets of the Person and its subsidiaries, so acquired; (E) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (F) secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4B.03 and 4B.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation ofthe ordinary course of business; (H) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (I) purchase money obligations or Capitalized Lease Obligations, such Person becoming a Subsidiary; in each case, for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (J) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fK) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (L) other Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any agreement Restricted Subsidiary of the Company that amends, substitutes, restructures, supplements, extends, renews, refinances is Finance Co. or replaces a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4B.03 or otherwise modifies (ii) that is Incurred by any Restricted Subsidiary of the agreements containing Company that is not a Guarantor subsequent to the Issue Date pursuant to Section 4B.03; (M) any Restricted Investment not prohibited by Section 4B.04 or any Permitted Investment; or (N) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (dA) through (M) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or (e)refinancings are, or in this clause (f); provided that the terms and conditions good faith judgment of any such encumbrances or restrictions are the Issuers, no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4B.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Company or a Restricted Subsidiary of the Company to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Company or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Guarantors) to: (a) (i) pay dividends or make any other distribution distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock, ; or (ii) pay any Indebtedness owed to the Company Issuer or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Issuer or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Issuer or any other Subsidiaryof its Restricted Subsidiaries. However, except for: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) contractual encumbrances or restrictions of the Issuer or any encumbrance or restriction pursuant to any agreement of its Restricted Subsidiaries in effect on the Issue Closing Date; , including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness permitted pursuant to clause (bc) of the definition of “Permitted Debt;” (ii) this Indenture, the Notes, the Guarantees, the 2024 Notes Indenture, the 2024 Notes and the guarantees related thereto and the indenture governing the Holdco Notes; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restrictionother instrument of a Person acquired by or merged, amalgamated or consolidated with respect to a or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is not designated a Restricted Subsidiary of the Company on the Issue Date, that was in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (iv), if a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Company case may be, by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and not incurred stock sale agreements entered into in connection withwith the entering into of such transaction, or which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in contemplation ofthe ordinary course of business, to the extent such Person becoming a Subsidiary; obligations impose restrictions of the nature discussed in clause (c) of the first paragraph of this Section 3.6 on the property so acquired; (ix) customary nonprovisions contained in leases, sub-assignment or subletting provisions of any leaseleases, license or licenses, sublicenses, contracts and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts obligations impose restrictions of the transfer type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fx) any encumbrance or restriction existing under effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Closing Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture, the 2024 Notes Indenture or the Senior Credit Agreements (as determined by the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that amendsdo not, substitutesindividually or in the aggregate, restructures(x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, supplementsin each case, extends, renews, refinances as determined by the Issuer in good faith; (xiv) customary provisions in joint venture agreements or replaces arrangements and other similar agreements or otherwise modifies arrangements relating solely to the agreements containing the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (di) or through (e), or in this clause (fxiv); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the terms good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and conditions restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any such encumbrances Preferred Stock in receiving dividends or restrictions are no more restrictive in any material respect than those under liquidating distributions prior to dividends or pursuant liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Issuer or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Issuer to: (ia) pay dividends or make any other distribution distributions on its Capital Stock, (ii) Stock to the Issuer or any other Restricted Subsidiary or pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary, ; (iiib) make any Investment in loans or advances to, or guarantee any Indebtedness of, the Company Issuer or any other Subsidiary or Restricted Subsidiary, or (ivc) transfer Transfer any of its properties or assets to the Company Issuer or any other Restricted Subsidiary, except for: except: (a1) any encumbrance or restriction pursuant to any an agreement as in effect at or entered into on the Issue Date (including this Indenture and the Credit Facilities), as such encumbrance or restriction is in effect on the Issue Date; ; (b2) any Lien permitted under this Indenture that restricts the Transfer of assets which are subject to such Lien; (3) restrictions on the Transfer of assets imposed under any agreement to sell such assets permitted under this Indenture pending the closing of such sale; (4) any instrument governing Acquired Indebtedness, which encumbrance or restrictionrestriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired; (5) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the Transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person; (6) Purchase Money Indebtedness and Capital Lease Obligations incurred pursuant to clause (8) of Section 4.07(b) that impose restrictions of the nature described in clause (c) above on the assets acquired; (7) any encumbrances or restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in clause (1), (4) or (6) above or clause (11) below; provided that such amendments or Refinancings are, in the good faith judgment of the Board of Directors, no more materially restrictive with respect to a Subsidiary that is not a Subsidiary such encumbrances and restrictions than those prior to such amendment or Refinancing; (8) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; (9) any such encumbrance or restriction consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the Transfer of the Company on lease or the Issue Dateproperty leased thereunder; (10) customary provisions in leases, subleases, licenses, sublicenses and service contracts in existence the ordinary course of business of the Issuer and the Restricted Subsidiaries between the Issuer or any Restricted Subsidiary and its customers and other contracts restricting the assignment thereof; (11) any agreement as in effect at the time such any Person becomes a Subsidiary of the Company and Issuer; provided that such agreement was not incurred in connection with, or entered into in contemplation of, of such Person becoming a Subsidiary; (12) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under this Indenture so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary; (13) indentures, agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under this Indenture so long as the restrictions imposed pursuant to such Indebtedness are no more restrictive, taken as a whole, than those restrictions contained in the Credit Facilities on the Issue Date; and (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d14) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary imposed by applicable law, rule, regulation or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedorder.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (ia) pay dividends or make any other distribution distributions on or in respect of its Capital Stock, Equity Interests; (iib) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in the Company or any other Subsidiary ; or (ivc) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: : (ai) encumbrances or restrictions existing under or by reason of applicable law; (ii) encumbrances or restrictions existing under this Agreement, the Notes and the Note Guarantees; (iii) non-assignment provisions of any contract, license, permit or lease entered into in the ordinary course of business; (iv) encumbrances or restrictions existing under agreements existing on the date of this Agreement (including, without limitation, the Credit Agreement) as in effect on that date; (v) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien or the exercise of or the right to exercise customary remedies with respect to such assets; (vi) encumbrances or restrictions placed on inventory held for transfer under exchange agreements; (vii) customary encumbrances or restrictions placed on initial NYMEX margin deposits or imposed by margin loans; (viii) encumbrances or restrictions placed on petroleum racks owned jointly with BP Amoco; (ix) encumbrances or restrictions relating to the Company's (or its Subsidiaries') exchange trading privileges; (x) restrictions or cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xi) restrictions on the transfer of assets imposed under any agreement to sell such assets including Equity Interests of a Subsidiary permitted under this Agreement to any Person pending the closing of such sale; (xii) any instrument governing Acquired Indebtedness or any agreement (including any Equity Interest) relating to any property, asset or business acquired by the Company or any of its Subsidiaries, which restrictions existed at the time of the acquisition, were not put in place in connection with or in anticipation of such acquisition and which encumbrance or restriction is not applicable to any Person (and its Subsidiaries), or the properties or assets of any Person, other than the Person or the properties or assets of the Person (and its Subsidiaries) so acquired or to any property, asset or business, other than the property, assets or business so acquired; (xiii) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to any agreement agreements in effect on the Issue Date; ; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (cxiv) customary non-assignment or subletting provisions of any leasein partnership agreements, license or limited liability company organizational governance documents, joint venture agreements and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts that restrict the transfer of ownership interests in, or property subject to of, such security agreementpartnership, mortgage limited liability company, joint venture or lease; similar Person; (exv) any restriction contained Purchase Money Indebtedness incurred in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and compliance with Section 4.09 hereof that impose restrictions of the nature described in clause (fc) above on the assets acquired; (xvi) any encumbrance or restriction existing under any agreement instrument governing Indebtedness of a Restricted Subsidiary that amendsis a Foreign Subsidiary, substituteswhich encumbrance or restriction is not applicable to any Persons, restructuresor the property or assets of any Persons, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the other than Restricted Subsidiaries that are Foreign Subsidiaries; and (xvii) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) above; PROVIDED that such amendments or refinancings are, in the foregoing clauses (a)good faith judgment of the Company's Board of Directors, (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any not materially more restrictive with respect to such encumbrances or and restrictions are no more restrictive in any material respect than those under prior to such amendment or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedrefinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (ai) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Closing Date; , including pursuant to the Opco Credit Agreement, the other Opco Credit Documents, the Opco Indentures and the Opco Notes (band any exchange Opco Notes and guarantees thereof); (ii) this Agreement and the Loans; (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restriction, with respect other instrument relating to Indebtedness of a Person acquired by the Borrower or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 6.03 and 6.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation of, such Person becoming a Subsidiary; the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (x) customary non-assignment or subletting provisions of any leasecontained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fxi) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of any agreement Restricted Subsidiary of the Borrower that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies is Incurred subsequent to the agreements containing the Closing Date pursuant to Section 6.03; (xiii) any Restricted Investment not prohibited by Section 6.04 and any Permitted Investment; or (xiv) any encumbrances or restrictions of the type referred to in the foregoing clauses (a), (b), ) and (c)) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (di) or through (e), or in this clause (f)xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any such encumbrances or restrictions are the Borrower, no more restrictive in any material with respect to such dividend and other payment restrictions than those under contained in the dividend or pursuant other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital StockStock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay make payments with respect to any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into on the Closing Date or the Amendment and Restatement Effective Date, including pursuant to this Agreement, the Loan Documents and the other Subsidiarydocuments relating to this agreement, except for: any ABL Credit Agreement and the other documents relating to any ABL Credit Agreement; (a2) the Senior Notes Indenture, the Senior Notes and any exchange notes and Guarantees thereof, the security documents relating thereto and the Junior Lien Intercreditor; (3) applicable law or any applicable rule, regulation or order; (4) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person becomes a Subsidiary but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company and not incurred in connection withPerson, or in contemplation of, such Person becoming a Subsidiary; so acquired; (c5) customary non-assignment encumbrances or subletting provisions restrictions contained in contracts or agreements for the sale of any leaseassets applicable to such assets pending consummation of such sale, license including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other contract; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (d7) any restriction customary provisions in (x) joint venture agreements entered into in the ordinary course of business contained with respect to Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in any lease connection with the entering into of any Subsidiary such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business or any security agreement or mortgage securing Indebtedness of any Subsidiary consistent with past practice to the extent such restriction restricts obligations impose restrictions of the transfer nature discussed in clause (c) above on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sub-licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such security agreementlease, mortgage sub-lease, license, sub-license, contract or lease; other similar arrangement; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f10) any encumbrance or restriction existing under of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions (i) apply only to such Receivables Subsidiary or (ii) are necessary to effect such Qualified Receivables Financing and applicable only to the relevant Subsidiaries to which such Qualified Receivables Financing is made available; (11) other Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Restricted Subsidiary that is Incurred subsequent to the Amendment and Restatement Effective Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith); (12) any encumbrance or restriction contained in Secured Indebtedness otherwise modifies permitted to be Incurred pursuant to Sections 7.01 and 7.03 to the agreements containing extent limiting the right of the debtor to dispose of or transfer the assets securing such Indebtedness; (13) encumbrances or restrictions arising or agreed to in the foregoing ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith); (14) [reserved]; and (15) any encumbrances or restrictions of the type referred to in clauses (a), (b), (c), (d) or (e)c) in the first paragraph of this Section 7.09 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this clause clauses (f)1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions good faith judgment of any the Borrower, no more restrictive as a whole with respect to such encumbrances or restrictions are no more restrictive than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.09 (i) the priority of any Preferred Stock in any material respect than those under receiving dividends or pursuant liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the agreement evidencing Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Incurred by the Borrower or modifiedany such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower shall not, and will shall not 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 consensual restriction on the ability of any Restricted Subsidiary to to: (a) (i) pay dividends or make any other distribution distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary of its Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Borrower or any other Subsidiary, of its Restricted Subsidiaries; except for: in each case for such encumbrances or restrictions existing under or by reason of: (ai) any encumbrance contractual encumbrances or restriction pursuant to any agreement restrictions in effect on the Issue Closing Date; , including pursuant to the Credit Agreements and the other Credit Agreement Documents; (bii) this Agreement, the Loans, Exchange Notes, exchange notes issued in exchange therefor, Permanent Financing, any exchange notes issued in exchange therefor, the Security Documents and the Intercreditor Agreements (and any guarantee documents, security documents and intercreditor agreements or other documents relating to the Exchange Notes, exchange notes issued in exchange therefor, any Permanent Financing and any exchange notes issued in exchange therefor); (iii) applicable law or any applicable rule, regulation or order; (iv) any encumbrance agreement or restriction, with respect other instrument relating to Indebtedness of a Person acquired by the Borrower or any Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, which was in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof or to provide all or any portion of the Company and funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not incurred in connection withapplicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 6.01 and 6.02 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in contemplation of, such Person becoming a Subsidiary; the ordinary course of business; (cviii) customary non-assignment or subletting provisions in joint venture agreements and other similar agreements entered into in the ordinary course of any leasebusiness; (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 6.06(c) above on the property so acquired; (x) customary provisions contained in leases, license or licenses and other contract; (d) any restriction similar agreements entered into in the ordinary course of business contained that impose restrictions of the type described in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to clause (c) above on the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; ; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fxi) any encumbrance or restriction existing under any agreement of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or such restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any apply only to such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.Receivables Subsidiary;