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

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to Holdings or any of its Restricted Subsidiaries, 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 of its Restricted Subsidiaries; (2) make loans or advances to Holdings or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to Holdings or any of its Restricted Subsidiaries. (b) The restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings UK Holdco will not, and will not permit any of its Restricted Subsidiaries Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly, indirectly create or permit otherwise cause to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to: (1a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company UK Holdco or any of its the Restricted Subsidiaries; (2b) make loans or advances to Holdings UK Holdco or any of its the Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings UK Holdco or any of its the Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect or entered into or existing on the date of this IndentureClosing Date or the Amendment No. 6 Effective Date, including agreements governing Existing Indebtedness pursuant to this Agreement, Hedging Obligations and Debt Facilities (the other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except documents relating to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyTransactions; (2) this Agreement, the Loan Documents, the Senior Secured Notes, the 2028 Senior Secured Notes, the 2029 Senior Unsecured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture, the Notes2028 Senior Secured Notes Indenture or the 2029 Senior Unsecured Notes Indenture, the Note Guaranteesrespectively, the Collateral Documents and the Intercreditor Agreementand, in each case, any guarantees thereof; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings UK Holdco or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into UK Holdco or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in acquired or the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredproperty or assets so assumed; (5) contracts or agreements for the sale of assets, including customary non-assignment and similar provisions in contracts, leases or licenses restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessall or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations Indebtedness secured by a Lien that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens is otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections ‎7.2 and restrictions in the agreements relating thereto ‎7.7 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (97) 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, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause ‎(c) of this Section ‎7.4 on the property so acquired; (10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause ‎(c) of this Section ‎7.4 on the property subject to such lease, license, contract or agreement; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with an acquisition of propertya Qualified Receivables Financing; provided, so long as that such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely restrictions apply only to such joint venture that restrict the transfer of ownership interests in such joint ventureReceivables Subsidiary; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors; (2) make loans or advances to Holdings the Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors; or (3) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors; 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) The restrictions in However, Section 3.4(a4.15(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) under pursuant to any Credit Agreement, the ABL Credit FacilityExisting Secured Notes, the New Secured Notes, any Hedging Obligations, or any related documents or (y) in effect on the date of this IndentureIssue Date, including agreements governing including, without limitation, pursuant to Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Companyrelated documentation; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Notes and the Intercreditor AgreementGuarantees; (3) purchase money obligations that impose encumbrances or restrictions on a property so acquired; (4) applicable law, law or any applicable rule, regulation or order; (45) any agreement or other instrument governing of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by Holdings or merged or consolidated with or into the Issuer or any of its Restricted Subsidiaries 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 acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness or Capital Stock was incurred to finance, or otherwise in connection with or in contemplation of with, such acquisition, merger, consolidation or transaction); provided that, for purposes of this clause (5), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, if a Person other than the PersonIssuer 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, as the case may be, when such Person becomes such Successor Company; (6) any transfer of, agreement to transfer, option or right with respect to, or the Lien on, any property or assets of the PersonIssuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, so acquired; provided thatincluding without limitation, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture customary restrictions with respect to be incurred; (5) customary non-assignment and similar provisions in contracts, leases or licenses a Subsidiary pursuant to an agreement that has been entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale Capital Stock or other dispositionassets of such Subsidiary; (8) Liens 7) Secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 pursuant to Sections 4.10 and restrictions in the agreements relating thereto 4.12 that limit limits the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (9) 8) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (109) other Indebtedness or Preferred Stock (i) of the Issuer or any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely Restricted Subsidiary that is a Guarantor that is incurred subsequent to the property so acquired and was not created in connection with Issue Date pursuant to Section 4.10 or in anticipation (ii) that is incurred by a Foreign Subsidiary of such acquisitionthe Issuer subsequent to the Issue Date pursuant to Section 4.10; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (1210) customary provisions in joint venture agreements and other similar agreements relating solely 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 Section 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 such joint venture that restrict Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the transfer of ownership interests Holders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such joint ventureRefinancing Agreement or Amendment relates (as determined in good faith by the Issuer); (13) restrictions on the sale any encumbrance or transfer restriction of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into a Securitization Subsidiary effected in connection with the approval of Senior Managementa Qualified Securitization Financing; provided provided, however, that such sale or transfer complies with the other provisions of this Indenturerestrictions apply only to any Securitization Subsidiary; (14) any encumbrance or restriction in connection with Non-Recourse Product Financing Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; andor 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 entered into in the ordinary course of business; (18) any encumbrances or restrictions imposed by arising in connection with cash or other deposits permitted under Section 4.12; (19) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements encumbrance or refinancings restriction that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the contracts, instruments or obligations referred to in clauses (1) through (14) above Issuer or any Permitted Refinancing IndebtednessRestricted Subsidiary in any manner material to the Issuer or such Restricted Subsidiary; (20) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; provided that or (21) an agreement or instrument relating to any Indebtedness incurred subsequent to the Issue Date (i) if the encumbrances and restrictions contained in any such agreement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings instrument taken as a whole are not materially more restrictive, in less favorable to the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, Holders than the encumbrances and restrictions contained in agreements in effect on the Issue Date (as determined in good faith by the Issuer) or restrictions prior (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines in good faith that such encumbrance or restriction 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 amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings Parent 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings Parent Guarantor or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Parent Guarantor or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings Parent Guarantor or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings Parent Guarantor or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, of Parent Guarantor or (y) any of its Restricted Subsidiaries in effect on the date of this Issue Date, including (1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Secured Notes Indenture, including agreements governing the Existing Indebtedness Secured Notes, the guarantees thereof and Debt Facilities (other than documents relating to the ABL Credit Facility) as in effect on Existing Secured Notes Indenture, the date of this Existing Secured Notes and the related guarantees and security documents, intercreditor agreement and other documents relating to the Existing Secured Notes Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company3) related Swap Contracts; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementother documents relating to this Indenture; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into Parent Guarantor or any of its Restricted Subsidiaries as Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into Parent Guarantor or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case may be, by Parent Guarantor or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, such Indebtedness was permitted by the terms of this Indenture to be incurredamalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such obligations impose restrictions of the 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 entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 Issuer’s 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 Secured Notes Indenture or the Senior Credit Agreement (as determined by Parent Guarantor in good faith); (xii) any encumbrance or restriction relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than Parent Guarantor or any Restricted Subsidiary in any manner material to Parent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on a pro rata basisthe Notes, in each case, as determined by Parent Guarantor in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessabove; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryParent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances or and 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 Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i) pay dividends or make any other distributions distribution on its Capital Stock to Holdings or any of its Restricted SubsidiariesStock, or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; other Subsidiary, (2iii) make loans or advances to Holdings any Investment in the Company or any of its Restricted Subsidiaries; or other Subsidiary or (3iv) sell, lease or transfer any of its properties or assets to Holdings the Company or any of its Restricted Subsidiaries. other Subsidiary, except for: (ba) The restrictions in Section 3.4(a) will not apply any encumbrance or restriction pursuant to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) any agreement in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities Issue Date; (other than the ABL Credit Facilityb) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements encumbrance or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a wholerestriction, with respect to such dividend and other payment restrictions than those contained in those agreements a Subsidiary that is not a Subsidiary of the Company on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this IndentureIssue Date, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect existence at the time such Person becomes a Subsidiary of such acquisition (except to the extent such Indebtedness or Capital Stock was Company and not incurred in connection with with, or in contemplation of such acquisition), 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; provided that, in the case of Indebtednessof, such Indebtedness was permitted by the terms of this Indenture to be incurred; Person becoming a Subsidiary; (5c) customary non-assignment and similar or subletting provisions in contractsof any lease, leases license or licenses other contract; (d) any restriction entered into in the ordinary course of business; (6) purchase money obligations for 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 acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; security agreement, mortgage or lease; (9e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into any restriction contained in the ordinary course of business; an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (10f) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed existing under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendmentsamends, modificationssubstitutes, restatements, renewals, increasesrestructures, supplements, refundingsextends, replacements renews, refinances or refinancings of replaces or otherwise modifies the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior are no more restrictive in any material respect than those under or pursuant to such amendmentthe agreement evidencing the Indebtedness so amended, modificationsubstituted, restatementrestructured, renewalsupplemented, increaseextended, supplementrenewed, refundingrefinanced, replacement replaced or refinancingmodified.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this 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, including agreements governing the Existing Indebtedness Opco Notes and Debt Facilities (the other than documents relating to the ABL Credit Facility) as in effect on the date of this Existing Opco Notes Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (yIndebtedness permitted pursuant to Section 3.3(b)(iii); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Notes and the Intercreditor AgreementGuarantees and the other documents relating to this Indenture and the Notes; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 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 of the type described in Section 3.6(c) on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long as is necessary or advisable to effect such Qualified Receivables Financing; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and was restrictions contained in any agreement or instrument will not created 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 connection with good faith) or (ii) such encumbrances and restrictions contained in anticipation any agreement or instrument taken as a whole, are not materially less favorable to the Holders of such acquisitionthe 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); (11xii) provisions any encumbrance or restriction contained in agreements or instruments which prohibit Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the payment extent limiting the right of dividends or the making debtor to dispose of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basisthe assets securing such Indebtedness; (12xiii) any encumbrance or restriction arising or agreed to in the 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 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, in each case, as determined by the Issuer or a direct or indirect parent of the Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board Issuer or a direct or indirect parent of Directors of Holdings or any applicable Restricted Subsidiarythe Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 3.4(a6.05(a) will above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyClosing Date; (2ii) this Indenturethe Senior Notes Documents, the Notes, the Note Guarantees, the Collateral Additional Senior Notes Documents and any documents relating to the Intercreditor AgreementSenior Secured Notes; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit 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: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries, Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries; or (3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries.; (bd) The restrictions 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 in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture and the other documents relating to the Senior Notes Indenture and 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 agreement governing any 147 Syniverse Credit Agreement 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 agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Equity Interests or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business 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 connection with the entering into of such transaction, 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 the ordinary course of business to the extent such obligations impose restrictions of the 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 lease, license contract or other similar agreement; (x) any encumbrance or restriction of a Receivables Subsidiary effected in connection with an acquisition a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of property, so long 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 or 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 such determined by the Borrower in good faith); 148 Syniverse Credit Agreement (xii) any encumbrance or restriction relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements the ordinary course of business, not relating to any Indebtedness, and that do not, individually or instruments which prohibit in the payment aggregate, (x) detract from the value of dividends the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the making of other distributions with respect Restricted Subsidiary or (y) materially affect the Borrower’s ability to any class of Capital Stock of a Person other than make future principal or interest payments on a pro rata basisthe Loans, in each case, as determined by the Borrower in good faith; (12xiv) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13xv) restrictions on the sale existing under, by reason of or transfer of assets imposed under any agreement with respect to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementRefinancing Indebtedness; provided that such sale or transfer complies with the other provisions of this Indentureencumbrances 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, as determined by the Borrower in good faith; (14xvi) Indebtedness applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary 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 Section 3.2any Swap Contract entered into for bona fide hedging purposes; (xxii) Cash Management Agreements; and (15xxiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xxii) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances any such amendment, modification, restatement, renewal, increase, supplement, refunding, 149 Syniverse Credit Agreement replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing is, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryBorrower, taken not more restrictive as a whole, whole with respect to the applicable encumbrance or restriction than the encumbrances or restrictions 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 Incurred by the Borrower or any 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) Holdings will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Company or any of its Restricted Subsidiaries, 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Company or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Company or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureExisting First-Lien Issue Date, including agreements governing Existing Indebtedness pursuant to a Credit Agreement and Debt Facilities (the other than the ABL Senior Credit Facility) as in effect on the date of this Indenture Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances indentures governing the Second-Lien Notes, Senior Subordinated Notes and restrictions as reasonably determined by the Companyguarantees thereof; (2) 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 Note Guaranteesindenture governing the Existing Secured Notes, the Collateral Documents and 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; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing relating to Indebtedness or Capital Stock of a Person acquired by Holdings the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson or its subsidiaries, other than the PersonPerson or its subsidiaries, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens Secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections 4.03 and restrictions in the agreements relating thereto 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (97) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other similar agreements relating solely entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, 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 provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such joint venture lease; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restrict such restrictions apply only to such Receivables Subsidiary; (12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the transfer Company (i) that is Finance Co. or a Guarantor that is Incurred subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03 or (ii) that is Incurred by any Restricted Subsidiary of ownership interests in such joint venturethe Company that is not a Guarantor subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementRestricted Investment not prohibited by Section 4.04 and any Permitted Investment; provided that such sale or transfer complies with the other provisions of this Indenture;or (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in 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 (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or 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 Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any 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) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 3.4(a6.05(a) will above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyIssue Date; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Senior Notes Documents and the Intercreditor AgreementAdditional Senior Notes Documents; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5xiii) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that existing at the time it became a Restricted Subsidiary pending if such restriction was not created in connection with or in anticipation of the sale transaction or other dispositionseries of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (8) Liens permitted xiv) with respect only to be incurred under Section 6.05(a)(iii), restrictions encumbering property at the provisions time such property was acquired by the Borrower or any of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of propertyits Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11xv) provisions limiting the disposition or distribution of assets or property in agreements or instruments governing Non-Recourse Debt, which prohibit limitation is applicable only to the payment assets that are the subject of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2agreements; and (15xvi) any encumbrances encumbrance or restrictions of the type referred to in Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xv) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of a Financial Officer of the Board of Directors of Holdings Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewalrenewals, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuers or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings Parent Guarantor or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Parent Guarantor or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings Parent Guarantor or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings Parent Guarantor or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, of Parent Guarantor or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing (i) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (ii) the Existing Indebtedness and Debt Facilities (other than Indentures, the ABL Credit Facility) as in effect on Existing Notes, the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend guarantees thereof and other payment restrictions than those contained in those agreements on the date of this Indenture except documents relating to the extent that market conditions require more restrictive encumbrances Existing Indentures, the Existing Notes and restrictions as reasonably determined by the Companyrelated guarantees and other documents relating to the Existing Notes Indentures and (iii) related Swap Contracts; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementother documents relating to this Indenture; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into Parent Guarantor or any of its Restricted Subsidiaries as Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into Parent Guarantor or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case may be, by Parent Guarantor or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, such Indebtedness was permitted by the terms of this Indenture to be incurredamalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Financing Lease Obligations, to the extent such obligations impose restrictions of the 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 lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Designating Party, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by Parent Guarantor in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessabove; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryParent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances or and 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 Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (ba) The restrictions in Section 3.4(a6.05(a) will above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyClosing Date; (2ii) this Indenturethe Senior Notes Documents, the Notes, the Note Guarantees, the Collateral Additional Senior Notes Documents and any documents relating to the Intercreditor AgreementSenior Secured Notes; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; 139 US-DOCS\159452469.6 (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Parent Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Parent Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Parent Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5xiii) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that existing at the time it became a Restricted Subsidiary pending if such restriction was not created in connection with or in anticipation of the sale transaction or other dispositionseries of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent Borrower; (8) Liens permitted xiv) with respect only to be incurred under Section 6.05(a)(iii), restrictions encumbering property at the provisions time such property was acquired by the Parent Borrower or any of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of propertyits Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11xv) provisions limiting the disposition or distribution of assets or property in agreements or instruments governing Non-Recourse Debt, which prohibit limitation is applicable only to the payment assets that are the subject of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basissuch agreements; (12xvi) customary provisions restrictions created in joint venture agreements and other similar agreements relating solely to such joint venture that restrict connection with any Permitted Securitization Indebtedness permitted under Section 6.01(b)(xxi) that, in the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness good faith determination of a Restricted Subsidiary permitted Responsible Officer of the Parent Borrower, are necessary or advisable to be incurred under Section 3.2effect such Permitted Securitization Indebtedness; and (15xvii) any encumbrances encumbrance or restrictions of the type referred to in Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xvi) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of a Financial Officer of the Board of Directors of Holdings Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewalrenewals, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Subsidiary Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this permitted pursuant to clause (yiii) of Section 3.3(b); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2ii) this Indenture, the Notes, the Note GuaranteesGuarantees and the Security Documents, the Collateral Documents Unsecured Notes Indenture, the Opco Notes Indentures and the Intercreditor Agreementindenture governing the Holdco Notes; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such 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 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 of the type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by the Issuer in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14) above or any Permitted Refinancing Indebtednessxiv); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryIssuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings will The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit 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: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries, Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries; or (3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries.; or (bd) The restrictions 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 in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture, the other documents relating to the Senior Notes Indenture and the First Lien Facilities Documentation, and in any documents relating to any First Lien Incremental Indebtedness and permitted Refinancings of any of the foregoing; (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, indentures, instruments or agreements governing any Rollover Indebtedness, and indentures, instruments or agreements governing any Refinancing Indebtedness of each of the foregoing; 135 Syniverse Second Lien Credit Agreement (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 agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Equity Interests or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business 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 connection with the entering into of such transaction, 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 the ordinary course of business to the extent such obligations impose restrictions of the 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 lease, license contract or other similar agreement; (x) [reserved]; (xi) 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 or 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 connection with an acquisition Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of property, so long as the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction relates solely arising or agreed to in the 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 property so acquired and was not created Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in connection with or each case, as determined by the Borrower in anticipation of such acquisitiongood faith; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12xiv) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13xv) restrictions on the sale existing under, by reason of or transfer of assets imposed under any agreement with respect to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementRefinancing Indebtedness; provided that such sale or transfer complies with the other provisions of this Indentureencumbrances 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, as determined by the Borrower in good faith; (14xvi) Indebtedness applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary 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 Section 3.2any Swap Contract entered into for bona fide hedging purposes; (xxii) Cash Management Agreements; and (15xxiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xxii) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing is, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryBorrower, taken not more restrictive as a whole, whole with respect to the applicable encumbrance or restriction than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 137 Syniverse Second Lien Credit Agreement 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 Incurred by the Borrower or any 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) Holdings The 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the IssuerParent Guarantor or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company IssuerParent Guarantor or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the IssuerParent Guarantor or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the IssuerParent Guarantor or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, IssuerParent Guarantor or (y) any of its Restricted Subsidiaries in effect on the date of this Issue Date, including (1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Unsecured Notes Indenture, including agreements governing the Existing Indebtedness Unsecured Notes, the guarantees thereof and Debt Facilities (other than documents relating to the ABL Credit Facility) as in effect on Existing Unsecured Notes Indenture, the date of this Existing Unsecured Notes and the related guarantees and other documents relating to the Existing Unsecured Notes Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company3) related Swap Contracts; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementother documents relating to this Indenture; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the IssuerParent Guarantor or any of its Restricted Subsidiaries as Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the IssuerParent Guarantor or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms IssuerParent Guarantor or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such obligations impose restrictions of the 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 entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by the IssuerParent Guarantor in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryIssuerParent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the IssuerParent Guarantor or a Restricted Subsidiary to other Indebtedness Incurred by the IssuerParent Guarantor or any 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) Holdings will The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit 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: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries, Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries; or (3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries.; or (bd) The restrictions 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 in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture and, the other documents relating to the Senior Notes Indenture and Permittedthe Second Lien Facility Documentation, and in any documents relating to any Second Lien Incremental Indebtedness and permitted Refinancings thereofof any of the foregoing; (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, indentures, instruments or agreements governing any Rollover Indebtedness, and indentures, instruments or agreements governing any RefinancingsRefinancing 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 agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Equity Interests or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;Subsidiary; 173 Syniverse Credit Agreement (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business 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 connection with the entering into of such transaction, 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 the ordinary course of business to the extent such obligations impose restrictions of the 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 lease, license contract or other similar agreement; (x) any encumbrance or restriction of a Receivables Subsidiary effected in connection with an acquisition a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;[reserved]; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of property, so long 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 or 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 such determined by the Borrower in good faith); (xii) any encumbrance or restriction relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements the ordinary course of business, not relating to any Indebtedness, and that do not, individually or instruments which prohibit in the payment aggregate, (x) detract from the value of dividends the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the making of other distributions with respect Restricted Subsidiary or (y) materially affect the Borrower’s ability to any class of Capital Stock of a Person other than make future principal or interest payments on a pro rata basisthe Loans, in each case, as determined by the Borrower in good faith; (12xiv) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; ; 174 Syniverse Credit Agreement (13xv) restrictions on the sale existing under, by reason of or transfer of assets imposed under any agreement with respect to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or and restrictions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the agreements governing that Refinancing Indebtedness are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than those contained in the encumbrances or restrictions prior to such amendmentagreements governing the Indebtedness being refinanced, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.as determined by the Borrower in good faith;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Company or any of its Restricted Subsidiaries, 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Company or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Company or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureExisting First-Lien Issue Date, including agreements governing Existing Indebtedness pursuant to a Credit Agreement and Debt Facilities (the other than the ABL Senior Credit Facility) as in effect on the date of this Indenture Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances indentures governing the Second-Lien Notes, Senior Subordinated Notes and restrictions as reasonably determined by the Companyguarantees thereof; (2ii) 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 Note Guaranteesindenture governing the Existing Secured Notes, the Collateral Documents and 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; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing relating to Indebtedness or Capital Stock of a Person acquired by Holdings the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson or its subsidiaries, other than the PersonPerson or its subsidiaries, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or other disposition; (8) Liens vi) Secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections 4.03 and restrictions in the agreements relating thereto 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (9vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12viii) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict entered into in the transfer ordinary course of ownership interests in such joint venturebusiness; (13ix) purchase money obligations or Capitalized Lease Obligations, 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 sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indentureproperty so acquired; (14x) Indebtedness customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; (xi) 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; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary permitted of the Company (i) that is Finance Co. or a Guarantor that is Incurred subsequent to be incurred under the Existing First-Lien Issue Date pursuant to Section 3.2; and4.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03; (15xiii) 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 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 (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or 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 Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any 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) Holdings BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to Holdings BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to Holdings BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Senior Secured Notes Indenture, including agreements governing Existing Indebtedness the February 2011 Senior Secured Indenture, the February 2011 Senior Indenture, the October 2010 Senior Secured Indenture, the October 2010 Senior Indenture, the May 2010 Indenture, the 2009 Indenture, 2007 Senior Note Indenture, the 2007 Senior Subordinated Notes Indenture, and Debt Facilities (other than the ABL Credit Facility) as in effect on 2007 UK Intercreditor Agreement, the date of this Indenture First Lien Intercreditor Agreement, the Senior Secured Notes Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, the security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyLocal Facilities; (2) this Senior Notes Indenture, the NotesSenior Notes (and guarantees thereof), the Note Guaranteesany Currency Agreement, the Collateral Documents any agreement or instrument creating a Hedging Obligation and the Intercreditor Agreementany intercreditor agreements; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other agreements, similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets and other similar agreements entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment ordinary course of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.business;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1A) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2B) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3C) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this 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 Secured Notes Indenture, including agreements governing Existing Indebtedness the New Secured Notes, the related guarantees and Debt Facilities (the other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except documents relating to the extent that market conditions require more restrictive encumbrances New Secured Notes Indenture, the Existing Indentures, the Existing Notes, the related guarantees and restrictions as reasonably determined by the Companyother documents relating to the Existing Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Escrow Agreement, the Keepwell Agreement and other documents relating to this Indenture, the Notes, the Guarantees, the Escrow Agreement and the Intercreditor Keepwell Agreement; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements or arrangements and 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 with the entering into of such transaction, 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 clause (c) in the first paragraph of this Section 3.6 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 of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer or any direct or indirect parent of the Issuer, so long as is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect Acquisition Closing Date pursuant to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementSection 3.3; provided that such sale encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or transfer complies with interest payments on the other provisions Notes (as determined in good faith by the Issuer or any direct or indirect parent of this Indenturethe Issuer); (14xii) any encumbrance or restriction contained in Secured Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred under Section 3.2Incurred 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 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, 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, 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 direct or indirect parent of the Issuer); and (15xv) any encumbrances encumbrance or restrictions restriction 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof this Section 3.6(b); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings Issuer or any applicable Restricted Subsidiarydirect or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 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 Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1a) (i) pay dividends or make any other distributions to the Issuer or any Guarantor on its Capital Stock to Holdings Stock; or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesGuarantor; (2b) make loans or advances to Holdings the Issuer or any of its Restricted SubsidiariesGuarantor; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The restrictions Guarantor; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances Senior Credit Agreement and restrictions as reasonably determined by the Companyother documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Initial Notes and the Intercreditor AgreementGuarantees thereof; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, amalgamates or Capital Stock was incurred consolidates with or into the Issuer or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with or 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 acquisition), which encumbrance or restriction is not applicable to any Person, or the properties any agreement or assets instrument of such Person or any Personsuch Subsidiary shall be deemed acquired or assumed, other than the Person, or the property or assets of the Person, so acquired; provided that, in as the case of Indebtednessmay be, such Indebtedness was permitted by the terms of this Indenture to be incurredIssuer or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business 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 connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such obligations impose restrictions of the 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 lease, sub-lease, license, sublicense, contract or other similar agreement; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.3 and Section 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case under this clause (xiii), as determined by the Issuer in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13xv) restrictions on the sale existing under, by reason of or transfer of assets imposed under any agreement with respect to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementRefinancing Indebtedness; provided that such sale or transfer complies with the other provisions encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of this Indenture; (14) the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2being Refinanced; and (15xvi) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xv) above or any Permitted Refinancing Indebtednessof this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryIssuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any 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) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 3.4(a6.05(a) will above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyClosing Date; (2ii) this Indenturethe Senior Notes Documents, the Notes, the Note Guarantees, the Collateral Additional Senior Notes Documents and any documents relating to the Intercreditor AgreementSenior Secured Notes; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; US-DOCS\155682452.9 US-DOCS\155682452.9 (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Parent Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Parent Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Parent Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5xiii) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that existing at the time it became a Restricted Subsidiary pending if such restriction was not created in connection with or in anticipation of the sale transaction or other dispositionseries of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent Borrower; (8) Liens permitted xiv) with respect only to be incurred under Section 6.05(a)(iii), restrictions encumbering property at the provisions time such property was acquired by the Parent Borrower or any of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of propertyits Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11xv) provisions limiting the disposition or distribution of assets or property in agreements or instruments governing Non-Recourse Debt, which prohibit limitation is applicable only to the payment assets that are the subject of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basissuch agreements; (12xvi) customary provisions restrictions created in joint venture agreements and other similar agreements relating solely to such joint venture that restrict connection with any Permitted Securitization Indebtedness permitted under Section 6.01(b)(xxi) that, in the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness good faith determination of a Restricted Subsidiary permitted Responsible Officer of the Parent Borrower, are necessary or advisable to be incurred under Section 3.2effect such Permitted Securitization Indebtedness; and (15xvii) any encumbrances encumbrance or restrictions of the type referred to in Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xvi) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of a Financial Officer of the Board of Directors of Holdings Parent Borrower, no more restrictive with respect to such dividend and other US-DOCS\155682452.9 US-DOCS\155682452.9 payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewalrenewals, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuer and Holdings I will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) (1) pay dividends or make any other distributions to the Issuer, Holdings I or any Restricted Subsidiaries (A) on its Capital Stock to Holdings Stock; or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, ; or (2) pay any indebtedness Indebtedness owed to the Company Issuer, Holdings I or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Issuer, Holdings I or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Issuer, Holdings I or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyCredit Agreement; (2) (A) this Indenture, the NotesSecurities (and guarantees thereof), the Note GuaranteesSecurity Documents, the Collateral Documents and 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, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer, Holdings I or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other 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 leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restrict 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 transfer 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 ownership interests 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 joint ventureencumbrance 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 on of the sale or transfer type referred to in clause (iii) above existing by reason of assets imposed any Lien permitted under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this IndentureSection 4.12; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances 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 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 Issuer, Holdings I or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer, Holdings I or any 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) Holdings Cadmus will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of Cadmus to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock to Holdings Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsadvances, or pay any indebtedness owed Indebtedness or other obligation owed, to the Company Cadmus or any other Restricted Subsidiary of its Restricted Subsidiaries; Cadmus; or (2c) make loans or advances to Holdings or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties property or assets to Holdings Cadmus or any other Restricted Subsidiary of its Restricted Subsidiaries. (b) The restrictions in Section 3.4(a) will not apply to Cadmus, except for such encumbrances or restrictions existing under or by reason of: : (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y)applicable law; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Senior Subordinated Securities and the Intercreditor Agreement; Guarantor Guarantees; (3) applicable lawthe Series A Indenture, rulethe Series B Indenture, regulation or order; the Series A Securities, the Series B Securities and the Guarantor Guarantees; (4) customary non-assignment provisions of any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings contract or any lease governing a leasehold interest of its any Restricted Subsidiaries as in effect at the time Subsidiary of Cadmus; (5) any agreement governing Acquired Indebtedness, but only if such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is shall not applicable apply to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredrequired; provided that(6) agreements existing on the Issue Date, to the extent and in the case manner such agreements are in effect on the Issue Date; (7) the Credit Agreement; (8) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of Indebtednessassets subject to such Permitted Lien; (9) any contract for the sale of specified assets, including, without limitation, any restriction with respect to a Restricted Subsidiary of Cadmus imposed pursuant to any agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Indebtedness was permitted by Restricted Subsidiary, to be consummated in accordance with the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractsIndenture, leases or licenses entered into in pending the ordinary course closing of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the such sale or other disposition of a Restricted Subsidiary disposition; PROVIDED that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to any such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created Capital Stock or assets that are the subject of such agreement; (10) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction or in anticipation the charter documents of such acquisition; Securitization Entity; PROVIDED that, in any case, such restrictions apply only to such Securitization Entity; and (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement governing Indebtedness Incurred to sell such assets Refinance the Indebtedness issued, assumed or granting Incurred pursuant to an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations agreement referred to in clauses clause (12), (4), (5) through or (146) above or any Permitted Refinancing Indebtednessabove; provided PROVIDED, HOWEVER, that the encumbrances provisions relating to such encumbrance or restrictions restriction contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Indebtedness are not materially more restrictive, in the good faith judgment of as determined by the Board of Directors of Holdings Cadmus or any applicable such Restricted Subsidiary, taken as a wholethe case may be, in their reasonable and good faith judgment, than the encumbrances or restrictions prior provisions relating to such amendmentencumbrance or restriction contained in agreements referred to in such clause (2), modification(4), restatement, renewal, increase, supplement, refunding, replacement (5) or refinancing(6).

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Company will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1A) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances to Holdings the Company or any of its Restricted Subsidiaries; or (3C) sell, lease or transfer any of its properties or assets to Holdings the Company or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Company or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances Senior Credit Agreement and restrictions the other documents relating to the Senior Credit Agreement, related Swap Contracts, the Existing Convertible Indentures, the Existing Convertible Notes, the related guarantees and the other documents relating to the Existing Convertible Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii) and the Amortizing Loan Kreditanstalt fur Wiederaufbau Program: KfW Energy Efficiency Program Energy-efficient Construction and Refurbishment (276), dated as reasonably determined by the Companyof December 21, 2020, between Coherent LaserSystems GmbH & Co. KG and Commerzbank Aktiengesellschaft; (2ii) this Indenture, the Notes, the Note GuaranteesGuarantees and other documents relating to this Indenture, the Collateral Documents Notes and the Intercreditor AgreementGuarantees; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Company or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 of Indebtednessmay be, such Indebtedness was permitted by the terms Company or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) any encumbrances or restrictions contained in contracts or agreements for the sale, transfer, lease or other disposition of assets applicable to such assets pending consummation of such sale, transfer, lease or other disposition, including customary non-assignment and similar provisions in contracts, leases or licenses restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements or arrangements and 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 with the entering into of such transaction, 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 clause (c) in the first paragraph of this Section 3.6 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 of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such lease; (x) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (xi) customary provisions restricting assignment, mortgaging or hypothecation of any agreement entered into in the ordinary course of business; (xii) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligations; (xiii) restrictions in agreements representing Indebtedness, Disqualified Stock or Preferred Stock of any Non-Guarantor Subsidiaries that is incurred pursuant to Section 3.3 that apply only to such Non-Guarantor Subsidiary and its Subsidiaries that are Non-Guarantor Subsidiaries; (xiv) Permitted Liens and customary restrictions and conditions contained in the document relating thereto, so long as (x) such restrictions or conditions relate only to the specific asset subject to such Lien, and (y) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this covenant; (xv) any encumbrance or restriction effected in connection with an acquisition of property, so long as such encumbrance a Qualified Receivables Factoring or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; a Qualified Receivables Financing (11x) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class Receivables Subsidiary or (y) that, in the good faith determination of Capital Stock the Company or any direct or indirect parent of a Person other than on a pro rata basisthe Company, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (12xvi) customary provisions any encumbrance or restriction contained in joint venture agreements and other similar agreements relating solely Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is Incurred subsequent to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement Issue Date pursuant to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementSection 3.3; provided that such sale encumbrances and restrictions will not materially affect the Company’s ability to make anticipated principal or transfer complies with interest payments on the other provisions Notes (as determined in good faith by the Company or any direct or indirect parent of this Indenturethe Company); (14xvii) any encumbrance or restriction contained in Secured Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred under Section 3.2Incurred 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; (xviii) 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 Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) materially affect the Company’s ability to make future principal or interest payments on the Notes, in each case, as determined in good faith by the Company or any direct or indirect parent of the Company; (xix) any encumbrance or restriction existing 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 Company or any direct or indirect parent of the Company); (xx) [Reserved.] (xxi) any encumbrance or restriction imposed by the Transaction Documents; and (15xxii) any encumbrances encumbrance or restrictions restriction 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 (1i) through (14xxi) above or any Permitted Refinancing Indebtednessof this Section 3.6(b); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings Company or any applicable Restricted Subsidiarydirect or indirect parent of the Company, not materially more restrictive, taken as a whole, than the encumbrances or and 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 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 Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any 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 Issuer and Holdings I will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) (1) pay dividends or make any other distributions to the Issuer, Holdings I or any Restricted Subsidiaries (A) on its Capital Stock to Holdings Stock; or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, ; or (2) pay any indebtedness Indebtedness owed to the Company Issuer, Holdings I or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Issuer, Holdings I or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Issuer, Holdings I or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyCredit Agreement; (2) (A) this Indenture, the NotesSecurities (and guarantees thereof), the Note GuaranteesSecurity Documents, the Collateral Documents and the Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements and (B) the indenture governing the Senior Subordinated Securities and the Senior Subordinated Securities (and guarantees thereof); (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer, Holdings I or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other 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 leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restrict 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 transfer 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 ownership interests 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 joint ventureencumbrance 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 on of the sale or transfer type referred to in clause (iii) above existing by reason of assets imposed any Lien permitted under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this IndentureSection 4.12; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances 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 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 Issuer, Holdings I or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer, Holdings I or any 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) Holdings will Hexion shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings Hexion or any of its Restricted Subsidiaries, 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 Indebtedness owed to the Company Hexion or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings Hexion or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings Hexion or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date Issue Date, including pursuant to each of this the Existing First Lien Notes Indentures, the New First Lien Notes Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Facility, the Senior Credit Facility) as in effect on Documents, the date of this Indenture Existing Debentures, the Existing Senior Secured Notes, the Existing Second Lien Notes and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Companyguarantees thereof; (2) this Indenture, the NotesNotes (and any guarantees thereof), the Note GuaranteesSecurity Documents, the Collateral Documents Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings Hexion or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens Secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections 4.03 and restrictions in the agreements relating thereto 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (97) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict entered into in the transfer ordinary course of ownership interests in such joint venturebusiness; (139) purchase money obligations or Capitalized Lease Obligations, 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 sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indentureproperty so acquired; (1410) Indebtedness customary provisions contained in leases and other similar agreements entered into in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property subject to such lease; (11) any encumbrance or restriction of a Restricted Receivables Subsidiary permitted to be incurred under Section 3.2effected in connection with a Qualified Receivables Financing; and (15) any encumbrances or provided, however, that such restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior apply only to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Borrower and Starwood REIT shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: to (1a) (i) pay dividends or make any other distributions to the Borrower or Starwood REIT or any Restricted Subsidiary (A) on its their Capital Stock to Holdings or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Borrower, Starwood REIT or any Restricted Subsidiary (other than in respect of its Restricted Subsidiaries; the subordination of such Indebtedness to the Senior Secured Notes, the Affiliate Guaranty or any other Indebtedness incurred pursuant to the terms of this Agreement, as the case may be), (2b) make loans or advances to Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries; or Subsidiary or (3c) sell, lease lease, or transfer any of its their properties or assets to Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries. Subsidiary, except (bin each case) The restrictions in Section 3.4(a) will not apply to for such encumbrances or restrictions existing under or by reason of: of (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureOriginal Closing Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) the Bank Credit Facility (and any related security agreements) and any Guaranties thereof, this IndentureAgreement, the Senior Secured Notes, the Note GuaranteesAffiliate Guaranty, the Collateral Documents indebtedness incurred pursuant to clause (h) and the Intercreditor Agreement; (j) of Section 5.9 and any related security agreements, (3) applicable lawthis Agreement, rulethe Senior Secured Notes and the Affiliate Guaranty, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) by easo▇ ▇▇ customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; , (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens secured indebtedness permitted to be incurred under the provisions of Section 3.6 and secured hereby that impose restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; nature discussed in clause (9c) restrictions above on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation which secures such indebtedness, (7) applicable law or any applicable rule or order of such acquisition; any Gaming Authority, (11) provisions in agreements 8) customary restrictions imposed by asset sale or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar stock purchase agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under or stock by the Borrower, Starwood REIT or any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; Restricted Subsidiary, (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (159) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided 8 above, provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Borrower and Starwood REIT, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances 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 terms of Preferred Stock permitted to be issued pursuant to Section 5.9, on the payment of dividends or distributions on the other Capital Stock of the issuer of such Preferred Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Subsidiary Guarantors) to: (1A) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2B) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3C) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances Senior Credit Agreements and restrictions as reasonably determined by the Companyother 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); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Security Documents, the Intercreditor Agreements and other documents relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor AgreementAgreements; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements or arrangements and 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 with the entering into of such transaction, 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 clause (c) in the first paragraph of this Section 3.6 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 of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer or any direct or indirect parent of the Issuer, so long as is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect Issue Date pursuant to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementSection 3.3; provided that such sale encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or transfer complies with interest payments on the other provisions Notes (as determined in good faith by the Issuer or any direct or indirect parent of this Indenturethe Issuer); (14xii) any encumbrance or restriction contained in Secured Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred under Section 3.2Incurred 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 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, 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, 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 direct or indirect parent of the Issuer); and (15xv) any encumbrances encumbrance or restrictions restriction 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof Section 3.6(b); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings Issuer or any applicable Restricted Subsidiarydirect or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 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 Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Subsidiary Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Subsidiary Guarantors) to: (1A) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2B) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3C) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this 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, including agreements governing Existing Indebtedness the New Unsecured Notes, the related guarantees and Debt Facilities (the other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except documents relating to the extent that market conditions require more restrictive encumbrances New Unsecured Notes Indenture, the Existing Indentures, the Existing Notes, the related guarantees and restrictions as reasonably determined by the Companyother documents relating to the Existing Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral 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 AgreementAgreements; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements or arrangements and 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 with the entering into of such transaction, 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 clause (c) in the first paragraph of this Section 3.6 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 of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer or any direct or indirect parent of the Issuer, so long as is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect Acquisition Closing Date pursuant to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementSection 3.3; provided that such sale encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or transfer complies with interest payments on the other provisions Notes (as determined in good faith by the Issuer or any direct or indirect parent of this Indenturethe Issuer); (14xii) any encumbrance or restriction contained in Secured Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred under Section 3.2Incurred 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 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, 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, 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 direct or indirect parent of the Issuer); and (15xv) any encumbrances encumbrance or restrictions restriction 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof Section 3.6(b); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings Issuer or any applicable Restricted Subsidiarydirect or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 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 Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings CommScope or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company CommScope or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings CommScope or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings CommScope or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, of CommScope or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances Senior Credit Agreements and restrictions as reasonably determined by the Companyother documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementindentures governing the Existing Unsecured Notes and the guarantees and other documents relating to such indentures; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into CommScope or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into CommScope or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case may be, by CommScope or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, such Indebtedness was permitted by the terms of this Indenture to be incurredamalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 clause (c) of the first paragraph of this Section 3.6 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 of the type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertyCommScope, so long is necessary or 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions encumbrances or restrictions arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by CommScope in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof the second paragraph of this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryCommScope, not materially more restrictive, taken as a whole, than the encumbrances or and 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 Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Borrower and Starwood REIT shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: to (1a) (i) pay dividends or make any other distributions to the Borrower or Starwood REIT or any Restricted Subsidiary (A) on its their Capital Stock to Holdings or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Borrower, Starwood REIT or any Restricted Subsidiary (other than in respect of its Restricted Subsidiaries; the subordination of such Indebtedness to the Senior Secured Notes, the Affiliate Guaranty or any other Indebtedness incurred pursuant to the terms of this Agreement, as the case may be), (2b) make loans or advances to Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries; or Subsidiary or (3c) sell, lease lease, or transfer any of its their properties or assets to Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries. Subsidiary, except (bin each case) The restrictions in Section 3.4(a) will not apply to for such encumbrances or restrictions existing under or by reason of: of (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureOriginal Closing Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) the Bank Credit Facility (and any related security agreements) and any Guaranties thereof, this IndentureAgreement, the Senior Secured Notes, the Note GuaranteesAffiliate Guaranty, the Collateral Documents indebtedness incurred pursuant to clause (h) and the Intercreditor Agreement; (j) of Section 5.9 and any related security agreements, (3) applicable lawthis Agreement, rulethe Senior Secured Notes and the Affiliate Guaranty, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower, Starwood REIT or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) by reason of customary non-assignment and similar provisions in contracts, leases or licenses entered into in the 54 61 ordinary course of business; , (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens secured indebtedness permitted to be incurred under the provisions of Section 3.6 and secured hereby that impose restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; nature discussed in clause (9c) restrictions above on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation which secures such indebtedness, (7) applicable law or any applicable rule or order of such acquisition; any Gaming Authority, (11) provisions in agreements 8) customary restrictions imposed by asset sale or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar stock purchase agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under or stock by the Borrower, Starwood REIT or any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; Restricted Subsidiary, (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (159) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided 8) above, provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Borrower and Starwood REIT, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances 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 terms of Preferred Stock permitted to be issued pursuant to Section 5.9, on the payment of dividends or distributions on the other Capital Stock of the issuer of such Preferred Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiaries (other than Excluded Subsidiaries) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The the restrictions in Section 3.4(a10.05(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect Indebtedness, on the date Closing Date; (ii) the documents governing Indebtedness represented by any Tranche B-1 Debt Offering and any documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement, in each case, so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings Section 10.05 are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions restrictive than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 10.05(a); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of of, or to finance, such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5xiii) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that of the Borrower existing at the time it became a Restricted Subsidiary pending if such restriction was not created in connection with or in anticipation of the sale transaction or other dispositionseries of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (8) Liens permitted xiv) with respect to be incurred under the provisions clause (iii) of Section 3.6 and 10.05(a) only, restrictions in encumbering property at the agreements relating thereto that limit time such property was acquired by the right Borrower or any of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of propertyits Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11xv) provisions limiting the disposition or distribution of assets or property in agreements or instruments governing Non-Recourse Debt, which prohibit limitation is applicable only to the payment assets that are the subject of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basissuch agreements; (12xvi) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementIndebtedness; provided that (x) the restrictions contained in the agreements governing such sale or transfer complies with Indebtedness are not materially more restrictive, taken as a whole, in the other provisions good faith judgment of a senior financial officer of the Borrower than those contained in the agreements referenced in clauses (i) and (ii) of this Indenture; Section 10.05(b) and/or (14y) in the case of Indebtedness or other obligations incurred pursuant to clause (xv) of a Restricted Subsidiary permitted Section 10.04(b), the respective restrictions, to be incurred under Section 3.2the extent more restrictive than those described in preceding clause (x), apply only to the respective assets and/or Persons so acquired; and (15xvii) any encumbrances encumbrance or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 10.05(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xvi) above or any Permitted Refinancing Indebtednessof this Section 10.05(b); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of a senior financial officer of the Board of Directors of Holdings or any applicable Restricted SubsidiaryBorrower, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendment, modification, restatement, renewalrenewals, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 3.4(a6.05(a) will above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyClosing Date; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Senior Notes Documents and the Intercreditor AgreementAdditional Senior Notes Documents; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5xiii) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that existing at the time it became a Restricted Subsidiary pending if such restriction was not created in connection with or in anticipation of the sale transaction or other dispositionseries of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (8) Liens permitted xiv) with respect only to be incurred under Section 6.05(a)(iii), restrictions encumbering property at the provisions time such property was acquired by the Borrower or any of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of propertyits Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11xv) provisions limiting the disposition or distribution of assets or property in agreements or instruments governing Non-Recourse Debt, which prohibit limitation is applicable only to the payment assets that are the subject of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2agreements; and (15xvi) any encumbrances encumbrance or restrictions of the type referred to in Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xv) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of a Financial Officer of the Board of Directors of Holdings Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewalrenewals, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Issuer shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) (A) pay dividends or make any other distributions to the Issuer or any of the Restricted Subsidiaries (i) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (ii) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company Issuer or any of its the Restricted Subsidiaries; (2) make loans or advances to Holdings the Issuer or any of its the Restricted Subsidiaries; or or (3) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its the Restricted Subsidiaries. (b) The restrictions in Section 3.4(a4.08(a) will hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the First Lien Junior Priority Notes Indenture, including the First Lien Junior Priority Notes, the First Lien Junior Priority Note Guarantees, the collateral documents and intercreditor agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except related to the extent that market conditions require more restrictive encumbrances First Lien Junior Priority Notes, the Existing First Lien Junior Priority Notes Indenture, the Existing First Lien Junior Priority Notes, the Existing First Lien Junior Priority Note Guarantees, the collateral documents and restrictions as reasonably determined by intercreditor agreements related to the CompanyExisting First Lien Junior Priority Notes, the Unsecured Notes Indentures, the Unsecured Notes and the Unsecured Note Guarantees; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor AgreementAgreements; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Issuer or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens Secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections 4.09 and restrictions in the agreements relating thereto 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (97) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict entered into in the transfer ordinary course of ownership interests in such joint venturebusiness; (139) purchase money obligations and Capitalized Lease Obligations, in each case for property acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) above on the sale property so acquired or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets leased; (10) customary provisions contained in leases, licenses and other similar agreements entered into with in the approval ordinary course of Senior Managementbusiness that impose restrictions of the type described in clause (3) of Section 4.08(a) above on the property subject to such lease; (11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Issuer, is reasonably required in connection therewith; provided, however, that such restrictions apply only to Special Purpose Securitization Subsidiaries; (12) other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.09; provided that such sale encumbrances and restrictions contained in any agreement or transfer complies with instrument will not materially affect the other provisions Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of this Indenture;Directors of the Issuer); or (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (1513) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1412) above or any Permitted Refinancing Indebtednessof this Section 4.08(b); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of senior management or the Board of Directors of Holdings or any applicable Restricted Subsidiarythe Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole, whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 4.08, (1) 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 (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to Holdings BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to Holdings BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Senior Notes Indenture, including agreements governing Existing Indebtedness the October 2010 Senior Secured Indenture, the October 2010 Senior Indenture, the May 2010 Indenture, the 2009 Indenture, 2007 Senior Note Indenture, the 2007 Senior Subordinated Notes Indenture, and Debt Facilities (other than the ABL Credit Facility) as in effect on 2007 Intercreditor Agreement, the date of this Indenture October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, the security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyLocal Facilities; (2) this Senior Secured Notes Indenture, the NotesSenior Secured Notes (and guarantees thereof), the Note Guarantees, the Collateral Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other 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 leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restrict 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 transfer Issue Date by 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 ownership interests the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (B) if such joint ventureencumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes 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 on of the sale or transfer type referred to in clause (iii) of assets imposed Section 4.05(a) above existing by reason of any Lien permitted under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this IndentureSection 4.12; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (15) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock Equity Interests to Holdings the Borrower or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiariesother Subsidiary; (2b) make any loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries; orother Subsidiary; (3c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries.other Subsidiary; or (bd) The guarantee the Borrower’s or any Subsidiary’s Indebtedness. However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances this Agreement; (ii) the Existing Credit Agreement or restrictions (x) under the ABL Credit Facility, or (y) Existing Indenture and any other agreements in effect on the date Closing Date or subsequent agreements relating to such Indebtedness of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture Borrower or any Subsidiary and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements described in this clause (y)agreements; provided that such the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date Closing Date unless in the good faith determination of this Indenture except the Board of Directors, such restrictions are not likely to result in the extent that market conditions require more restrictive encumbrances Borrower being unable to make scheduled payments of principal and restrictions interest hereunder as reasonably determined by the Companythey come due; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3iii) applicable law, rulerules, regulation or orderregulations and orders; (4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interests was incurred in connection with or in contemplation of such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment and similar provisions in contracts, licenses and leases or licenses entered into in the ordinary course of business; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (c) of this Section 3.4(a)(3) hereof6.05; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all of its assets that restricts distributions by of assets by, or Equity Interests of, that Restricted Subsidiary pending the its sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto 6.03 that limit the right of the debtor to dispose of the assets subject to such Liens; (9x) restrictions on cash or other deposits or net worth imposed by customers (including governmental entities) under contracts entered into in the ordinary course of business; (10xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, Asset Sale agreements, sale and leaseback transactions, stock sale agreements; (xii) and other similar agreements entered into in the ordinary course of business or with the approval of the Borrower’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xiii) any encumbrance or restriction on the Borrower’s ability or the ability of any Subsidiary to transfer its interest in connection with an acquisition any Investment not prohibited by Section 6.02 hereof; (xiv) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of property, so long as such encumbrance business; (xv) any other agreement governing Indebtedness or restriction relates solely to Disqualified Equity Interests entered into after the property so acquired Closing Date that contains encumbrances and was restrictions that are not more restrictive than would be permitted by clause (ii) of this paragraph; (xvi) restrictions created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveQualified Securitization Financing that, in the good faith judgment determination of the Board of Directors of Holdings the Borrower, are necessary or advisable to effect such Qualified Securitization Financing; and (xvii) agreements pursuant to any applicable Restricted Subsidiary, taken as a whole, than tax sharing arrangement between the encumbrances Borrower and any one or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement more of direct or refinancingindirect Subsidiaries of the Borrower.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this Issue Date, including (1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Unsecured Notes Indenture, including agreements governing the Existing Indebtedness Unsecured Notes, the guarantees thereof and Debt Facilities (other than documents relating to the ABL Credit Facility) as in effect on Existing Unsecured Notes Indenture, the date of this Existing Unsecured Notes and the related guarantees and other documents relating to the Existing Unsecured Notes Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company3) related Swap Contracts; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementother documents relating to this Indenture; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a all or substantially all the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such obligations impose restrictions of the 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 entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by the Issuer in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xiv) above or any Permitted Refinancing Indebtednessof this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryIssuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any 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) Holdings The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiaries (other than Excluded Subsidiaries) to: (1i) pay dividends or make any other distributions on its Capital Stock to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The the restrictions in Section 3.4(a10.05(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including Agreement and other agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect Indebtedness, on the date Closing Date; (ii) the documents governing Indebtedness represented by any Tranche B-1 Debt Offering and any documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement, in each case, so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings Section 10.05 are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions restrictive than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3iii) applicable law, rule, regulation or order; (4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 10.05(a); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of of, or to finance, such acquisition), 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment and similar provisions in contracts, leases or licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings The 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the U.S. Co-Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Lux Co-Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Lux Co-Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this 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, including agreements governing the Existing Notes, the related guarantees and the other documents relating to the Existing Notes and Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this permitted pursuant to clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on c) of the date definition of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company“Permitted Debt”; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and other documents relating to this Indenture and the Intercreditor AgreementNotes; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Lux Co-Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Lux Co-Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Lux Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 clause (c) of this Section 3.6 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 of the type described in clause (c) of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of propertythe Lux Co-Issuer, so long is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as such applicable; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Lux Co-Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and was restrictions contained in any agreement or instrument will not created 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 connection with good faith) or (ii) such encumbrances and restrictions contained in anticipation 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 such acquisitionthe Issue Date (as determined by the Lux Co-Issuer in good faith); (11xii) provisions any encumbrance or restriction contained in agreements or instruments which prohibit Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the payment extent limiting the right of dividends or the making debtor to dispose of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basisthe assets securing such Indebtedness; (12xiii) any encumbrance or restriction arising or agreed to in the 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 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, in each case, as determined by the Lux Co-Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14) above or any Permitted Refinancing Indebtednessxiv); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryLux Co-Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Lux Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Lux Co-Issuer or any 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) Holdings The 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the U.S. Co-Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Lux Co-Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Lux Co-Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Lux Co-Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this 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, including agreements governing the Existing Notes, the related guarantees and the other documents relating to the Existing Notes and Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this permitted pursuant to clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on c) of the date definition of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company“Permitted Debt”; (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and other documents relating to this Indenture and the Intercreditor AgreementNotes; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Lux Co-Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into the Lux Co-Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case of Indebtednessmay be, such Indebtedness was permitted by the terms Lux Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 clause (c) of this Section 3.6 on the property so acquired; (ix) customary provisions contained in leases, subleases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of propertythe Lux CoIssuer, so long is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as such applicable; (xi) any encumbrance or restriction relates solely contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Lux Co-Issuer or any Restricted Subsidiary that is Incurred subsequent to the property so acquired Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and was restrictions contained in any agreement or instrument will not created 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 connection with good faith) or (ii) such encumbrances and restrictions contained in anticipation 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 such acquisitionthe Issue Date (as determined by the Lux Co-Issuer in good faith); (11xii) provisions any encumbrance or restriction contained in agreements or instruments which prohibit Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the payment extent limiting the right of dividends or the making debtor to dispose of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basisthe assets securing such Indebtedness; (12xiii) any encumbrance or restriction arising or agreed to in the 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 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, in each case, as determined by the Lux Co-Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14) above or any Permitted Refinancing Indebtednessxiv); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryLux Co-Issuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Lux Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Lux Co-Issuer or any 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) Holdings BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to Holdings BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to Holdings BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Issuers’ Existing Indentures, the 2007 Senior Note Indenture, including agreements governing Existing Indebtedness the 2007 Senior Subordinated Note Indenture, and Debt Facilities (other than the ABL Credit Facility) as in effect on 2007 UK Intercreditor Agreement, the date of this Indenture August 2011 Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, the security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyLocal Facilities; (2) this Senior Secured Notes Indenture, the NotesSenior Secured Notes (and guarantees thereof), the Note Guarantees, the Collateral Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other 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 leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restrict 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 transfer Issue Date by 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 ownership interests the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (B) if such joint ventureencumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes 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 on of the sale or transfer type referred to in clause (iii) of assets imposed Section 4.05(a) above existing by reason of any Lien permitted under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this IndentureSection 4.12; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1413) above or any Permitted Refinancing Indebtednessabove; provided provided, however, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (15) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings Parent 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to:: [[5541447]] (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings Parent Guarantor or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Parent Guarantor or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings Parent Guarantor or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings Parent Guarantor or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, of Parent Guarantor or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing (i) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (ii) the Existing Indebtedness and Debt Facilities (other than Notes Indentures, the ABL Credit Facility) as in effect on Existing Notes, the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend guarantees thereof and other payment restrictions than those contained in those agreements on the date of this Indenture except documents relating to the extent that market conditions require more restrictive encumbrances Existing Notes Indentures, the Existing Notes and restrictions as reasonably determined by the Companyrelated guarantees and other documents relating to the Existing Notes Indentures and (iii) related Swap Contracts; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Guarantees and the Intercreditor Agreementother documents relating to this Indenture; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into Parent Guarantor or any of its Restricted Subsidiaries as Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into Parent Guarantor or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in amalgamation or consolidation under this clause (4), 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 case may be, by Parent Guarantor or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, such Indebtedness was permitted by the terms of this Indenture to be incurredamalgamation or consolidation; (5) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of 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 Financing Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in clause (c) above on the property so acquired; [[5541447]] (9) 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 lease; (10) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Designating Party, so long as is necessary or advisable to effect such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisitionQualified Receivables Financing; (11) provisions 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 agreements any agreement or instruments which prohibit instrument will not materially affect the payment Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by Parent Guarantor or a direct or indirect parent of dividends 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 Notes Indentures or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basisSenior Credit Agreement (as determined by Parent Guarantor in good faith); (12) 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; (13) any encumbrance or restriction arising or agreed to in the 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 Parent Guarantor or any Restricted Subsidiary in any manner material to Parent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, in each case, as determined by Parent Guarantor in good faith; (14) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions of the type referred to in 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 (1) through (14) above or any Permitted Refinancing Indebtednessabove; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryParent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances or and 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 Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings CommScope or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock; or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company CommScope or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings CommScope or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings CommScope or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under the ABL Credit Facility, of CommScope or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts and Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this permitted pursuant to clause (yiii) of Section 3.3(b); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company; (2ii) this Indenture, the Notes, the Note GuaranteesGuarantees and the indentures governing the Holdco Notes, the Collateral Documents Opco Notes and the Intercreditor AgreementSecured Notes and the guarantees and other documents relating to such indentures; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into CommScope or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Stock was incurred into CommScope or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), 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 acquiredacquired or designated; provided thatthat in connection with a merger, in 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 case may be, by CommScope or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, such Indebtedness was permitted by the terms of this Indenture to be incurredamalgamation or consolidation; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such 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 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 of the type described in clause (c) of the first paragraph of this Section 3.6 on the property subject to such lease; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case, as determined by CommScope in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15xv) any encumbrances or restrictions of the type referred to in 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 (1i) through (14) above or any Permitted Refinancing Indebtednessxiv); provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryCommScope, not materially more restrictive, taken as a whole, than the encumbrances or and 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 Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to Holdings the Company or any of its Restricted Subsidiaries, 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to Holdings the Company or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Company or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1A) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this IndentureIssue Date, including agreements 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 Indebtedness Notes and Debt Facilities the guarantees thereof; (other than the ABL Credit FacilityB) as in effect on the date of (i) this Indenture and the Securities (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause Exchange Securities and guarantees thereof) and (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend 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 payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanySecond Lien Note Document; (2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3C) applicable law, law or any applicable rule, regulation or order; (4D) any agreement or other instrument governing relating to Indebtedness or Capital Stock of a Person acquired by Holdings the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its subsidiaries, or the property or assets of the PersonPerson and its subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5E) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or other disposition; (8) Liens F) secured Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 Incurred pursuant to Sections 4B.03 and restrictions in the agreements relating thereto 4B.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (9G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12H) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict entered into in the transfer ordinary course of ownership interests in such joint venturebusiness; (13I) purchase money obligations or Capitalized Lease Obligations, 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 sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indentureproperty so acquired; (14J) Indebtedness customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; (K) 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; (L) other Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any Restricted Subsidiary permitted of the Company that is Finance Co. or a Guarantor that is Incurred subsequent to be incurred under the Issue Date pursuant to Section 3.2; and4B.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Issue Date pursuant to Section 4B.03; (15M) 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 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 (1A) through (14M) above or any Permitted Refinancing Indebtednessabove; provided provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveare, in the good faith judgment of the Board of Directors of Holdings Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or 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 Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any 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) Holdings The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1a) (i) pay dividends or make any other distributions to the Issuer or any Guarantor on its Capital Stock to Holdings Stock; or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesGuarantor; (2b) make loans or advances to Holdings the Issuer or any of its Restricted SubsidiariesGuarantor; or (3c) sell, lease or transfer any of its properties or assets to Holdings the Issuer or any of its Restricted Subsidiaries. (b) The restrictions Guarantor; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions (x) under of the ABL Credit Facility, Issuer or (y) any of its Restricted Subsidiaries in effect on the date of this IndentureIssue Date, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except pursuant to the extent that market conditions require more restrictive encumbrances Senior Credit Agreement and restrictions as reasonably determined by the Companyother documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); (2ii) this Indenture, the Notes, the Note Guarantees, the Collateral Documents Initial Notes and the Intercreditor AgreementGuarantees thereof; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries as Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, amalgamates or Capital Stock was incurred consolidates with or into the Issuer or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with or 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 acquisition), which encumbrance or restriction is not applicable to any Person, or the properties any agreement or assets instrument of such Person or any Personsuch Subsidiary shall be deemed acquired or assumed, other than the Person, or the property or assets of the Person, so acquired; provided that, in as the case of Indebtednessmay be, such Indebtedness was permitted by the terms of this Indenture to be incurredIssuer or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (5v) customary non-assignment and similar provisions encumbrances or restrictions contained in contractscontracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, leases or licenses including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business 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 connection with the entering into of such transaction, 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 the ordinary course of business, to the extent such obligations impose restrictions of the 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 lease, sub-lease, license, sublicense, contract or other similar agreement; (x) any encumbrance or restriction effected in connection with an acquisition a Qualified Receivables Financing that, in the good faith determination of propertythe Issuer, so long 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 relates solely contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.3 and Section 3.5 to the property so acquired and was not created in connection with or in anticipation extent limiting the right of the debtor to dispose of the assets securing such acquisitionIndebtedness; (11xiii) provisions any encumbrance or restriction arising or agreed to in agreements or instruments which prohibit the payment ordinary course of dividends or the making of other distributions with respect business, not relating to any class Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of Capital Stock the property or assets of a Person other than 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 a pro rata basisthe Notes, in each case under this clause (xiii), as determined by the Issuer in good faith; (12xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture that restrict the transfer of ownership interests in such applicable joint venture; (13xv) restrictions on the sale existing under, by reason of or transfer of assets imposed under any agreement with respect to sell such assets or granting an option to purchase such assets entered into with the approval of Senior ManagementRefinancing Indebtedness; provided that such sale or transfer complies with the other provisions encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of this Indenture; (14) the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2being Refinanced; and (15xvi) any encumbrances or restrictions of the type referred to in 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 (1i) through (14xv) above or any Permitted Refinancing Indebtednessof this Section 3.6; provided that the such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverefinancing are, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted SubsidiaryIssuer, not materially more restrictive, taken as a whole, than the encumbrances or and 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 the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any 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) Holdings BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to Holdings BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to Holdings BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the August 2011 Senior Indenture, including agreements governing Existing Indebtedness the August 2011 Senior Secured Indenture, the February 2011 Senior Secured Indenture, the February 2011 Senior Indenture, the October 2010 Senior Secured Indenture, the October 2010 Senior Indenture, the May 2010 Indenture, the 2009 Indenture, 2007 Senior Note Indenture, the 2007 Senior Subordinated Note Indenture, and Debt Facilities (other than the ABL Credit Facility) as in effect on 2007 UK Intercreditor Agreement, the date of this Indenture First Lien Intercreditor Agreement, the August 2011 Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, the security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyLocal Facilities; (2) this Senior Notes Indenture, the NotesSenior Notes (and guarantees thereof), the Note Guaranteesany Currency Agreement, the Collateral Documents any agreement or instrument creating a Hedging Obligation and the Intercreditor Agreementany intercreditor agreements; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other agreements, similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets and other similar agreements entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment ordinary course of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.business;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Holdings BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to Holdings BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to Holdings BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 3.4(a) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Senior Secured Notes Indenture, including agreements governing Existing Indebtedness the October 2010 Senior Indenture, the October 2010 Senior Secured Indenture, the May 2010 Indenture, the 2009 Indenture, the 2007 Senior Notes Indenture, the 2007 Senior Subordinated Notes Indenture, the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, the Senior Secured Notes Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the CompanyLocal Facilities; (2) this Senior Notes Indenture, the NotesSenior Notes (and Senior Note Guarantees thereof), the Note Guaranteesany Currency Agreement, the Collateral Documents any agreement or instrument creating a Hedging Obligation and the Intercreditor Agreementany other intercreditor agreements; (3) applicable law, law or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment and similar provisions in contractscontracts or agreements for the sale of assets, leases or licenses including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of businessthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereofany Permitted Investment; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) 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 with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) 8) customary provisions in joint venture agreements and other agreements, similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets and other similar agreements entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment ordinary course of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.business;