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

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary; (b) make loans or advances to an Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers shall Borrower will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary (1) Subsidiaries on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (c) create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Term Loan Facility and the Obligations or under the Loan Documents; or (cd) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to this Agreement, the Loan Documents and the other documents relating to this agreement, any ABL Credit Agreement and the other documents relating to any ABL Credit Agreement DocumentsAgreement, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsrelated Swap Contracts and Indebtedness permitted pursuant to Section 7.03(b)(3); (2) this any Senior Notes Indenture, the Notes or the Subsidiary GuaranteesSenior Notes, and any exchange notes and Guarantees thereof; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary which or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (but or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Borrower or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assetsassets applicable to such assets pending consummation of such sale, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) 7) customary provisions in (x) joint venture agreements and other similar agreements entered into in the ordinary course of businessbusiness 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; (9) 8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose to the extent imposing restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (109) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (c) above on the property subject to such lease; (10) any encumbrance or consistent restriction effected in connection with past practice a Qualified Receivables Factoring or industry normQualified Receivables Financing that, in the good faith determination of the Borrower, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 Issuers’ Borrower’s ability to make anticipated principal or interest payments payment on the Notes Loans (as determined by the Borrower in good faith by the Issuersfaith), provided that ; (12) any encumbrance or restriction contained in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is secured Indebtedness otherwise permitted to be Incurred subsequent pursuant to Sections 7.01 and 7.03 to the Issue Date pursuant extent limiting the right of the debtor to Section 4.03dispose of the assets securing such Indebtedness; (13) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith); (14) any Restricted Investment encumbrances or restrictions existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not prohibited by Section 4.04 and any Permitted Investmentmaterially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; orand (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive as a whole with respect to such dividend and other payment encumbrances or restrictions than those contained in the dividend 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, 7.09 (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 an Issuer the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by an Issuer 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. The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an either Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an either Issuer or any Restricted Subsidiary; (b) make loans or advances to an either Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an either Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date (including, without limitation, pursuant to the First Lien Credit Agreement and the Second Lien Credit Agreement), (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, (C) contractual encumbrances or restrictions pursuant to the Notes Documents andindentures governing the ADT First Lien Notes, and (D) in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c)) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restrictions contained restriction of a Special Purpose Securitization Subsidiary effected in any connection with a Permitted Securitization Document with respect Financing; provided, however, that such restrictions apply only to any such Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an either Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions entered into in connection with the refinancing of the existing Indebtedness of the Issuer, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, documents and agreements relating to the Specified Intercompany Agreements, the Parent Notes, the Xxxxxxx Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Intelsat Luxembourg Intercompany Loan; (2) this Indenture, the Notes or and the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, subleases, assignments, licenses (including without limitation, licenses of intellectual property), contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a Subsidiary Guarantor whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in the Credit Agreement and the other Senior Credit Documents, the Intelsat Luxembourg Intercompany Loan or a Foreign Subsidiary so long in an indenture governing the Parent Notes, the Xxxxxxx Notes or the Notes, in each case, as in effect or entered into on the Issue Date or entered into in connection with the refinancing of existing Indebtedness of the Issuer or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this Section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to the Credit Agreements and the other Senior Credit Documents, the Existing Holdings Notes and the Lockheed Note; (2) the Backstop Credit Facilities, this Agreement and the other Credit Agreement Documents, the Notes Documents Loans (and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guaranteesguarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 10.1 and Section 4.12 10.8 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Borrower, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as Incurred subsequent to the Closing Date and permitted pursuant to Section 10.1; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s ability to make anticipated principal or interest payments on the Notes Loans (as determined by the Borrower in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 10.2 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by an Issuer 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. The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Company or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer the Company or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect on the Issue Date and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement Agreements and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Company’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersCompany), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 Stock, and (ii) the subordination of loans or advances made to an Issuer the Company or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Parent and the Issuers shall not, and shall not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of an Issuer or any Restricted Material Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Parent or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer the Parent or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any Restricted such Material Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and Agreement, the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Parent or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restrictions contained restriction of a Securitization Subsidiary effected in any Permitted connection with a Securitization Document with respect to any Special Purpose Securitization SubsidiaryFinancing; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Parent or any Restricted Subsidiary that is an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersIssuer), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer the Parent or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer the Parent 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. The Issuers MHGE Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer MHGE Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer MHGE Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer MHGE Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer MHGE Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, and in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes (and any Exchange Notes) or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer MHGE Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer MHGE Holdings or any Restricted Subsidiary that is an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersMHGE Holdings), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersMHGE Holdings, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer MHGE Holdings or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer MHGE Holdings 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. The Issuers shall Top Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary that is not a Loan Party to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Loan Party to: (a) (i) pay dividends or make any other distributions to an Issuer the Top Borrower or any of the Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Top Borrower or any of the Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Top Borrower or any of the Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Top Borrower or any of the Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into or existing on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to the Credit Agreement this Agreement, Hedging Obligations and the other Credit Agreement documents relating to the Transactions; (2) this Agreement, the Loan Documents, the Notes Second Lien Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guaranteesguarantees thereof; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Top Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into the Top Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate 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 and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or the property or assets so assumed; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions (A) with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (B) restricting assignment of any agreement entered into in the ordinary course of business, (C) constituting restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (D) which apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Top Borrower or any Restricted Subsidiary; (6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Section 4.03 Sections 7.2 and Section 4.12 7.7 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businesscustomers; (8) customary provisions in joint venture venture, operating or other similar agreements, asset sale agreements and other similar stock sale agreements entered in connection with the entering into in the ordinary course of businesssuch transaction; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed described in clause (c) of this Section 4.05(c) 7.4 on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the ordinary course of business property subject to such lease, license, contract or consistent with past practice or industry normagreement; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers RYAM and the Company shall not, and shall not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Company or any Restricted Material Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer RYAM, the Company or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer RYAM, the Company or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any Restricted such Material Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect on the Issue Date and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer RYAM, the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer RYAM, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersCompany), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 Stock, (ii) the subordination of loans or advances made to an Issuer RYAM, the Company or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer RYAM, the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesadvances and (iii) the Pre-Spin Transactions shall not be deemed to be an encumbrance or restriction of the type referred to in clauses (a) or (b) above.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Company or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Company or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer the Company or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect on the Issue Date and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary GuaranteesGuarantees (including any Exchange Notes and related guarantees); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements, partnership agreements, limited liability company agreements and other similar agreements entered required in connection with the entering into in the ordinary course of businesssuch transaction; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredand Capitalized Lease Obligations otherwise not prohibited under this Indenture; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersCompany), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer the Company or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Company or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer the Company or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect on the Issue Date and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Company’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersCompany), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer the Company or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any the Issuer or Restricted Subsidiary Subsidiaries to: (a) (i) pay dividends or make any other distributions to an the Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any Restricted Subsidiary; (b) make loans or advances to an the Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or Securities (and any Exchange Securities and guarantees thereof), the Subsidiary GuaranteesSecurity Documents and the Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cdescribed clause (c) above on the property so acquiredor assets which are subject to such agreement; (10) customary provisions contained in leases, licenses subleases, licenses, Equity Interests or asset sale agreements and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the nature described in clause (c) above on the property so acquired; (11) customary provisions restricting assignment of any agreement entered into in the case ordinary course of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsbusiness; (12) any encumbrances or restrictions contained in any agreements related to a Permitted Securitization Document Sale/Leaseback Transaction that impose restrictions of the nature described in clause (c) above on the property so disposed; (13) any encumbrance or restriction of a Receivables Subsidiary effected in connection with respect a Qualified Receivables Financing; provided, however, that such restrictions apply only to any Special Purpose Securitization such Receivables Subsidiary; (1314) any restrictions imposed by any agreement relating to Indebtedness Incurred pursuant to Sections 4.03(xii) or 4.03(xiii) to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in this Indenture; (15) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers)Guarantor, provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to under Section 4.03; (1416) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted by Section 4.06 pending the consummation of such sale, transfer, lease or other disposition; (17) customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (17); (18) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1519) any encumbrances or restrictions of the type referred to in Section Sections 4.05(a), (b) or 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 (1418) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i1) 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 (ii2) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Parent and the Issuers shall not, and shall not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of an Issuer or any Restricted Material Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Parent or any Restricted Subsidiary (1) on its Capital Stock; , or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer the Parent or any Restricted Subsidiary that is a direct or indirect parent of such Material Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and Date, including (BA) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement DocumentsDocuments and (B) the Existing Notes, the Existing Notes Documents Indentures, and the related guarantees, and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes Notes, the Guarantees, the Second Lien Collateral Documents or the Subsidiary GuaranteesIntercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Parent or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restrictions contained restriction of a Securitization Subsidiary effected in any Permitted connection with a Securitization Document with respect to any Special Purpose Securitization SubsidiaryFinancing; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Parent or any Restricted Subsidiary that is an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersIssuer), ; provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), ) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer the Parent or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer the Parent 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. The Issuers Nalco Finance LLC shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Nalco Finance LLC or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Nalco Finance LLC or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Nalco Finance LLC or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Nalco Finance LLC or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement Agreement, the other Senior Credit Documents and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsExisting Notes; (2) this Indenture, Indenture and the Notes or the Subsidiary GuaranteesSecurities; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an Issuer Nalco Finance LLC or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) Indebtedness of any Restricted Subsidiary (i) that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 4.03 and either (14A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to Nalco Finance LLC, taken as a whole, as determined by the Board of Directors of Nalco Finance LLC in good faith, than the provisions contained in the Credit Agreement or in the indentures governing the Existing Notes, in each case, as in effect on the Issue Date or (B) any Restricted Investment such encumbrance or restriction contained in such Indebtedness does not prohibited prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of Nalco Finance LLC in good faith, to make scheduled payments of cash interest of the Securities when due; or (ii) that is Incurred by a Foreign Subsidiary of Nalco Finance LLC subsequent to the Issue Date pursuant to clauses (iv), (xii) or (xx) of Section 4.04 and any Permitted Investment4.03(b); or (1513) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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 (1412) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersNalco Finance LLC, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries US-DOCS\124080491.2 (1a) on its Capital Stock; , or (2b) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary; (b) make loans or advances to an Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Aa) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement Pan-U.S. ABL Facility, the Existing Notes and the other Credit Agreement Documents, related documentation in effect on the Notes Documents and, Issue Date and in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2b) this Indenture, the Notes or Securities and the Subsidiary Guarantees; (3c) applicable law or any applicable rule, regulation or order; (4d) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired; (5e) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6f) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) h) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9i) purchase money obligations for property acquired and Capitalized Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredacquired or leased; (10j) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions on the property subject to such lease; (11k) in the case of Section 4.05(c), any encumbrance or restriction effected in connection with (A) a Factoring Facility (provided that restricts in a customary manner such encumbrance or restriction (i) exists on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary date hereof or (bii) is in the good faith determination of any Restricted Subsidiary that the Issuer (x) necessary or advisable to effect such Receivables Financing and applies only to the relevant Subsidiaries to which such Receivables Financing is made available or (y) not a Subsidiary Guarantor or a Foreign Subsidiary so long as such materially more burdensome than the US-DOCS\124080491.2 encumbrances and restrictions contained under the Factoring Facilities in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments effect on the Notes date hereof) or (as determined in good faith by the Issuers)B) a Qualified Receivables Financing; provided, provided however, that in the case of each of clauses this clause (a) and (bB), such Indebtedness, encumbrances or restrictions (i) apply only to a Receivables Subsidiary or (ii) are in the good faith determination of the Issuer (x) necessary or advisable to effect such Qualified Receivables Financing and applicable only to the relevant Subsidiaries to which such Receivables Financing is made available or (y) not materially more burdensome than the encumbrances and restrictions under the Factoring Facilities in effect on the date hereof; (A) other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries, or (B) Preferred Stock of any Restricted Subsidiary, in each case that is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; ; (14m) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement Agreements and the other Senior Credit Agreement Documents, any Backstop Credit Facility, the Notes Documents andNew Intelsat Xxxxxxx Unsecured Credit Agreement, in each casedocuments and agreements relating to the Specified Intercompany Agreements, any similar contractual encumbrances or restrictions or any amendmentsthe Existing Holdings Notes, modificationsthe Outstanding Xxxxxxx Notes, restatementsthe Existing Subsidiary Indebtedness, renewalsthe Acquisition Notes, supplements, refundings, replacements or refinancings of such agreements or instrumentsthe Intelsat Bermuda Intercompany Loan and the Lockheed Note; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents, any Backstop Credit Facility, the New Intelsat Xxxxxxx Unsecured Credit Agreement, the Intelsat Bermuda Intercompany Loan or in an indenture governing the Existing Holdings Notes, the Outstanding Xxxxxxx Notes, the Existing Subsidiary Guarantor Indebtedness, the Acquisition Notes, the Xxxxxxx Guaranteed Notes, or a Foreign Subsidiary so long the Notes, in each case, as in effect or entered into on the Issue Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this Section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions the Acquisition Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or Notes, the Subsidiary GuaranteesSecurity Documents and the Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business or Capitalized Lease Obligations that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers (a) Subject to provisions of ‎Section 4.11(b) below, the Issuer shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions on its Equity Interests to an the Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or Subsidiary; (ii) pay any Indebtedness Debt owed to an the Issuer or any Restricted other Subsidiary; (biii) make loans or advances to an the Issuer or any Restricted other Subsidiary; or (civ) sell, lease or transfer any of its properties property or assets to an the Issuer or any Restricted other Subsidiary; except . (b) The restrictions contained in each case for such ‎Section 4.11(a) shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1i) (A) contractual encumbrances existing on the Issue Date in the Credit Agreement, the Indenture or restrictions any other agreements in effect on the Issue Date Date, and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, extensions, renewals, supplements, refundings, replacements or refinancings of such agreements any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or instrumentsrefinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (2ii) this existing pursuant to the Indenture, the Notes Notes, the Note Guaranty or the Subsidiary Guaranteesother Note Documents; (3iii) existing under or by reason of applicable law or any applicable law, rule, regulation or order; (4iv) existing under any agreements or other instruments of, or with respect to: (A) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of any Person, at the time the Person is acquired by the Issuer or any Subsidiary; which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and its Subsidiaries(2) were not put in place in anticipation of such event and any amendments, so acquiredmodifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock type described in ‎Section 4.11(a)(iv) arising or assets of such Restricted Subsidiary; agreed to (6A) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or similar contract, or including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the assignment or transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (C) by virtue of any such leaseLien on, license (includingor agreement to transfer, without limitation, licenses of intellectual property) option or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document similar right with respect to any Special Purpose Securitization property or assets of, the Issuer or any Subsidiary; (13vi) other Indebtednesswith respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, Disqualified Stock or Preferred Stock (a) property and assets of, the Subsidiary pending closing of an Issuer such sale or any Restricted Subsidiary disposition that is a Subsidiary Guarantor or a Foreign Subsidiary or permitted hereunder; (bvii) of any Restricted Subsidiary [Reserved]; (viii) existing pursuant to Permitted Refinancing Debt; provided that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Debt being refinanced; (ix) consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business; (x) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Leases or operating leases that impose encumbrances or restrictions noted in ‎Section 4.11(a)(iv) on the property so acquired or covered thereby; (xi) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary, which encumbrances or restrictions are customary for a financing or agreement of such type; (xii) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction; or (xiii) existing pursuant to any agreement or instrument will not materially affect the Issuers’ ability relating to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is any Debt permitted to be Incurred subsequent to the Issue Date pursuant by ‎‎Section 4.09 (A) if the encumbrances and restrictions contained in any such agreement or instrument are, taken as a whole, no less favorable in any material respect to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions the Holders of the type referred to Notes than the encumbrances and restrictions contained in Section 4.05(a), the Credit Agreement in effect as of the Issue Date (bas determined in good faith by the Issuer) or (cB) imposed by such encumbrances and restrictions are, taken as a whole, no less favorable in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings material respect to the Holders of the contractsNotes than is customary in comparable financings (as determined in good faith by the Issuer), instruments or obligations referred to and the Issuer determines in clauses (1) through (14) above; provided good faith that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, encumbrances and restrictions will not materially more restrictive with respect to such dividend and other payment restrictions than those contained in affect the dividend 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 Issuer’s ability to make distributions on Capital Stock and (ii) the subordination of loans principal or advances made to an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction interest payments on the ability to make loans or advancesNotes as and when they become due.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to the Credit Agreements and the other Senior Credit Documents, and pursuant to documents and agreements relating to the Specified Intercompany Agreements, the Existing Intelsat Notes, the Existing Subsidiary Notes (including any exchange notes therefor), the New PanAmSat Indebtedness (including any exchange notes therefor) and the Lockheed Note; (2) the Intelsat Bermuda Notes, this Agreement and the other Credit Agreement Documents, the Notes Documents Loans (and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guaranteesexchange notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 10.1 and Section 4.12 10.8 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Borrower, are necessary or advisable in connection therewith; PROVIDED, HOWEVER, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Borrower that is not Incurred subsequent to the Closing Date and permitted pursuant to Section 10.1; PROVIDED that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Borrower, taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in either Credit Agreement and the other Senior Credit Documents or in an indenture or agreement governing the Existing Intelsat Notes, the Existing Subsidiary Guarantor Notes, the New PamAmSat Indebtedness, the Intelsat Bermuda Notes or a Foreign Subsidiary so long the Loans in each case, as in effect on the Closing Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower's ability to make anticipated principal or interest payments on the Notes Loans (as determined by the Borrower in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 10.2 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by an Issuer 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. The Issuers Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Co-Issuer or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Senior Notes (including any guarantee thereof) and the Term Loan Facility (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes (and any Exchange Notes) or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer Holdings or any Restricted Subsidiary that is the Co-Issuer, a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not the Co-Issuer, a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersHoldings), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (15) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; or (1516) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (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 (1415) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersHoldings, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer Holdings or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer Holdings 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and Agreements, the other Credit Agreement Documents, the Existing Second Priority Notes Documents andIndentures, in each casethe First Priority Notes Indenture, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsthe Existing First Priority Notes Indenture and the indentures governing the Senior Subordinated Notes; (2) this Indenture, the Notes or Securities (and any Exchange Securities and guarantees thereof), the Subsidiary GuaranteesSecurity Documents and the Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer (i) that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.034.03 or (ii) that is Incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b); (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted Subsidiary; Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsDate; (2) this Indenture, the Notes Guarantees, the Securities, the Security Documents or the Subsidiary GuaranteesIntercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition Disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such Disposition; (6) documents relating to any Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit 4.11, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements, collaboration agreements, intellectual property licenses, manufacturing agreements, supply agreements, distribution agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in contracts, leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm(including non-assignment provisions); (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an the Issuer or any Restricted Subsidiary of the Issuer that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes Securities (as determined in good faith by the IssuersIssuer), provided that in the case of each of clauses (a) and (b)) above, such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to under Section 4.03; (1412) any Restricted Permitted Investment (to the extent such encumbrance or restriction was not prohibited by Section 4.04 made in contemplation of such Permitted Investment and any was in existence on the date of such Permitted Investment); (13) customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, or other similar organizational documents that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Company shall not, and shall not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (a) (i) pay dividends or make any other distributions to an Issuer on, or any Restricted Subsidiary (1) on in respect of, its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary; (b) make loans or advances or pay any Indebtedness or other obligation owed to an Issuer the Company or any Restricted SubsidiaryGuarantor; or or (c) sell, lease or transfer any of its properties property or assets to an Issuer the Company or any Restricted Subsidiary; except in each case Guarantor, except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: : (1) (A) contractual encumbrances applicable law, rule, regulation or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; order; (2) this Indenture, the Notes, the 2025 Notes, the 2026 Notes, the 2027 5.50% Notes, the 2027 7.50% Notes, the 2029 Notes, the UK Notes, the 2025 Secured Notes or and the Subsidiary Guarantees; 2026 Secured Notes (including the security and other ancillary documents related to the 2025 Secured Notes and the 2026 Secured Notes) and the guarantees in respect thereof; (3) applicable law non-assignment provisions of any contract or any applicable rule, regulation or order; lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired; ; (5) contracts the Credit Facilities as entered into or agreements for existing on the sale of assetsIssue Date or any amendments, including modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restriction restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for syndicated bank loans (under the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; relevant circumstances); (6) Secured agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness otherwise or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be Incurred pursuant issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to Section 4.03 and Section 4.12 that limit the right type of Indebtedness being incurred or Preferred Stock being issued (under the debtor to dispose of the assets securing such Indebtedness; relevant circumstances); (712) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (1213) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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 (144) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05; (14) customary provisions in joint venture, (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 partnership, asset sale, sale leaseback and other similar agreements; and (ii15) customary provisions in leases and other agreements entered into in the subordination ordinary course of loans or advances made to an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Hexion shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Hexion or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Hexion or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Hexion or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Hexion or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Existing First Lien Notes Indenture, the ABL Facility, the Senior Credit Agreement and the other Credit Agreement Documents, the Existing Debentures, the Existing Junior Priority Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the guarantees thereof; (2) this Indenture, the Notes or (and any Exchange Notes and guarantees thereof), the Subsidiary GuaranteesSecurity Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Existing Junior Priority Intercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Hexion or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the nature discussed in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Borrower or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer Borrower or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1i) (Ai) contractual encumbrances or restrictions in effect on the Issue Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and this Agreement, the other Credit Agreement Loan Documents, the Notes Documents Credit Agreements (and all guarantee, security and other documents relating thereto), and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2ii) this the 2021/2022 Notes Indenture, the 2022 Notes, the 2023 Notes Indenture, the 2023 Notes, the Con-Way Debentures Indenture, the Con-Way Debentures or the Subsidiary Guaranteesguarantees thereunder; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 7.1 and Section 4.12 7.7 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12xii) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the IssuersBorrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Closing Date pursuant to Section 4.037.1; (14xiv) any Restricted Investment not prohibited by Section 4.04 7.2 and any Permitted Investment; or (15xv) any encumbrances or restrictions of the type referred to in Section 4.05(a), 7.3(a) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.057.3, (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 an Issuer Borrower or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any Restricted Subsidiary; (b) make loans or advances to an the Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsFactoring Facility and the indenture governing the Existing Notes; (2) this Indenture, the Notes or the Subsidiary Guaranteesany Guarantees thereof; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (ai) of an the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (bii) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersIssuer), provided that in the case of each of clauses (ai) and (bii), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Company or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Company or any Restricted Subsidiary; (b) make loans or advances to an Issuer the Company or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Company or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and Agreement, the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes Notes, the Security Documents, the First Lien Intercreditor Agreement or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c)) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained of a Special Purpose Securitization Subsidiary effected in any connection with a Permitted Securitization Document with respect Financing; provided, however, that such restrictions apply only to any such Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Company or any Restricted Subsidiary that is an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersCompany), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer the Company or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted Subsidiary; Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsDate; (2) this Indenture, the Notes Guarantees, the Securities, the Security Documents or the Subsidiary GuaranteesIntercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition Disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such Disposition; (6) documents relating to any Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit 4.11, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements agreements, collaboration agreements, intellectual property licenses and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, contracts, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm(including non-assignment provisions); (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an the Issuer or any Restricted Subsidiary of the Issuer that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes Securities (as determined in good faith by the IssuersIssuer), provided that in the case of each of clauses (a) and (b)) above, such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to under Section 4.03; (1412) any Restricted Permitted Investment (to the extent such encumbrance or restriction was not prohibited by Section 4.04 made in contemplation of such Permitted Investment and any was in existence on the date of such Permitted Investment; or); (1513) customary provisions imposed on the transfer of copyrighted or patented materials; (14) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (15) any Apomorphine Royalty Disposition to a Royalty Subsidiary. 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 other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to the Credit Agreement Agreements and the other Senior Credit Agreement Documents, the Notes Documents Intelsat Xxxxxxx Unsecured Credit Agreement, documents and agreements relating to the Specified Intercompany Agreements, the Existing Intelsat Notes, the Existing Subsidiary Notes, the Intelsat Bermuda Loan and the Lockheed Note; (2) this Agreement, the Loans, the Exchange Note Indenture, the Exchange Notes, the credit agreement governing the Senior Bridge Loans, the Senior Bridge Loans, the exchange note indenture with respect to exchange notes for the Senior Bridge Loans and such exchange notes, and any Take-Out Securities (and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guaranteesguarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 10.1 and Section 4.12 10.8 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Borrower, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Borrower that is not Incurred subsequent to the Closing Date and permitted pursuant to Section 10.1; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Borrower, taken as a whole, as determined by the Board of Directors of the Borrower in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents, the Intelsat Xxxxxxx Unsecured Credit Agreement, the Intelsat Bermuda Loan or in an indenture or agreement governing the Existing Intelsat Notes, the Existing Subsidiary Guarantor Notes, or a Foreign Subsidiary so long the Loans in each case, as in effect on the Closing Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s ability to make anticipated principal or interest payments on the Notes Loans (as determined by the Borrower in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 10.2 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by an Issuer 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. The Issuers Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Existing Senior Notes (including any guarantee thereof), the Second Lien Term Facility (including any guarantee thereof), the 2024 Priority Senior Secured Notes (including any guarantee thereof), the 2024 Senior Secured Notes (including any guarantee thereof) and the 2025 Senior Secured Notes (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement Agreements and the other Senior Credit Agreement Documents, any Backstop Credit Facility, the Notes Documents andNew Intelsat Xxxxxxx Unsecured Credit Agreement, in each casedocuments and agreements relating to the Specified Intercompany Agreements, any similar contractual encumbrances or restrictions or any amendmentsthe Existing Holdings Notes, modificationsthe Outstanding Intelsat Xxxxxxx Notes, restatementsthe Existing Subsidiary Indebtedness, renewalsthe Acquisition Notes, supplements, refundings, replacements or refinancings of such agreements or instrumentsthe Intelsat Bermuda Intercompany Loan and the Lockheed Note; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents, any Backstop Credit Facility, the New Intelsat Xxxxxxx Unsecured Credit Agreement, the Intelsat Bermuda Intercompany Loan or in an indenture governing the Existing Holdings Notes, the Outstanding Intelsat Notes, the Existing Subsidiary Guarantor Indebtedness, the Acquisition Notes, the Xxxxxxx Guaranteed Notes, or a Foreign Subsidiary so long the Notes, in each case, as in effect or entered into on the Issue Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Third Restatement Date, including pursuant to this Agreement, the Credit Agreement Loan Documents and the other Credit documents relating to this Agreement Documentsand related Hedging Obligations, the Notes Documents andrelated documentation, in each case, the Fixed Asset Facility Indenture incurred on the date hereof and related Hedging Obligations and the related documentation and any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsdocuments relating to the Senior Unsecured Notes; (2ii) this Indenture, the Notes or the Subsidiary Guarantees[Intentionally Omitted]; (3iii) applicable law or any applicable rule, regulation or order;; -169- (4iv) any agreement or other instrument of a Person, or relating to Indebtedness or capital stock of a Person, which Person is acquired by an Issuer or merged, consolidated or amalgamated with or into Holdings or any Restricted Subsidiary Subsidiary, or any other transaction entered into in connection with such acquisition, merger, consolidation or amalgamation, which was in existence at the time of such acquisition or at the time it mergers, consolidates or amalgamates with or into Holdings or any of its Restricted Subsidiaries (but but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale or disposition of assets, including any restriction customary encumbrances or restrictions with respect to a Subsidiary of (i) Holdings or (ii) any of its Restricted Subsidiary Subsidiaries imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) vii) customary provisions in (x) joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or consistent other similar agreements, asset sale agreements, stock sale agreements entered into in connection with past practice or industry normthe entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (11viii) purchase money obligations for property acquired in the case ordinary course of Section 4.05(c)business and Capitalized Lease Obligations to the extent imposing restrictions of the nature discussed in clause (c) above on the property so acquired; (ix) customary provisions contained in leases, subleases, licenses, sublicenses, contracts and other similar agreements, including with respect to intellectual property and other agreements; (x) any encumbrance or restriction that restricts contained in a customary manner the subletting, assignment or transfer of any property or asset that is subject documentation relating to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsPermitted Receivables Financing; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13xi) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as Incurred subsequent to April 4, 2014 pursuant to Section 10.2.2; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the IssuersHoldings’ ability to make anticipated principal or interest payments payment on the Notes Loans (as determined by Holdings in good faith by the Issuersfaith), provided that ; (xii) any encumbrance or restriction contained in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is Secured Indebtedness otherwise permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 Sections 10.2.1 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances10.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Securities, the Senior Notes or and the Subsidiary Guaranteesindenture relating to the Senior Notes; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) Indebtedness of any Restricted Subsidiary of Holdings (i) that is not a Subsidiary Guarantor the Company or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided Guarantor that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 4.03 or (14ii) any Restricted Investment not prohibited that is Incurred by a Foreign Subsidiary of Holdings subsequent to the Issue Date pursuant to clauses (iv), (xii) or (xx) of Section 4.04 and any Permitted Investment4.03(b); or (1513) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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 (1412) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers MPM shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer MPM or any of the Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer MPM or any of the Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer MPM or any of the Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer MPM or any of the Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, Documents and the Existing Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the guarantees thereof and the indentures relating thereto; (2) this Indenture, the Notes or (and any Exchange Notes and guarantees thereof), the Subsidiary GuaranteesSecurity Documents, the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer MPM or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations and Capitalized Lease Obligations, in each case for property acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquiredacquired or leased; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the nature discussed in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (ai) of an Issuer MPM or any Restricted Subsidiary of MPM (x) that is Incurred subsequent to the Issue Date pursuant to Section 4.03 and (y) in the case of a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor Note Guarantor, an Officer reasonably determines in good faith that any such encumbrance or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument restriction will not materially adversely affect the Issuers’ MPM’s ability to make anticipated principal or interest payments on the Notes Notes, or (as determined in good faith ii) that is Incurred by the Issuers), provided that in the case a Foreign Subsidiary of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred MPM subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersMPM, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer MPM or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer MPM 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. The Issuers Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Existing Senior Notes (including any guarantee thereof), the Second Lien Term Facility (including any guarantee thereof) and the Priority Lien Term Facility (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, including without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted Subsidiary; Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Senior Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes, the Note Guarantees, the Intercompany Notes or and the Subsidiary Intercompany Note Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness4.08; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses agreements to provide services and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or impose restrictions of the type referred to described in Section 4.05(a), (b) or clause (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, and pursuant to documents and agreements relating to the Specified Intercompany Agreements, the Existing Intelsat Notes, the New Intelsat Bermuda Indebtedness, the Existing PanAmSat Notes Documents and, in each case, and the New PanAmSat Indebtedness (including any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsexchange notes therefor); (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; PROVIDED, HOWEVER, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; PROVIDED that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a Subsidiary Guarantor whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents or a Foreign Subsidiary so long in an indenture or agreement governing the Existing Intelsat Notes, the New Intelsat Bermuda Indebtedness, the New PanAmSat Indebtedness or the Existing PanAmSat Notes, in each case as in effect on the Issue Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer's ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Co-Issuer or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Secured Notes (including any guarantee thereof) and the Term Loan Facility (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes (and any Exchange Notes) or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Closing Date, including pursuant to the Credit Agreement and Agreement, the other Credit Agreement Documents, the Senior Unsecured Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Senior Unsecured Notes Indenture and the Senior Notes and the Senior Notes Indenture; (2ii) this Indenture, Agreement and the Notes or the Subsidiary Guaranteesother Loan Documents; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, and any agreement or other instrument existing on the date of the Post-Closing CMBS Transaction with respect to properties and assets that are subject to the Post-Closing CMBS Transaction; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 5.02 and Section 4.12 5.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13xii) other Indebtedness, Disqualified Stock or Preferred Stock (aA) of an Issuer or any Restricted Subsidiary of the Borrower that is a Subsidiary Guarantor or a Foreign Subsidiary or Subsidiary, (bB) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will shall not materially affect the Issuers’ Borrower’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the Issuers)Borrower) or (C) of any Restricted Subsidiary incurred in connection with any Project Financing, provided that in the case of each of clauses (aA) and (bB), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Closing Date pursuant to by Section 4.03; 5.02; (14xiii) any Restricted Investment not prohibited by Section 4.04 5.03 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances Date, or restrictions on the date of the consummation of the Transfer Transactions, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, and pursuant to documents and agreements relating to the Existing Notes, the Existing Holdings Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Lockheed Note; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts of a Receivables Subsidiary effected in connection with a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areQualified Receivables Financing that, in the good faith judgment of the IssuersIssuer, not materially more restrictive with respect are necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions entered into in connection with the refinancing of the existing Indebtedness of Intelsat Xxxxxxx, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Intelsat Xxxxxxx Unsecured Credit Agreement, the New Intelsat Xxxxxxx Unsecured Credit Agreement, documents and agreements relating to the Specified Intercompany Agreements, the Holdings Notes, the Luxembourg Notes, the Xxxxxxx Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Intelsat Luxembourg Intercompany Loan; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a Subsidiary Guarantor whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in the Credit Agreement and the other Senior Credit Documents, the Intelsat Xxxxxxx Unsecured Credit Agreement, the New Intelsat Xxxxxxx Unsecured Credit Agreement, the Intelsat Luxembourg Intercompany Loan or a Foreign Subsidiary so long in an indenture governing the Holdings Notes, the Luxembourg Notes, the Xxxxxxx Notes or the Notes, in each case, as in effect or entered into on the Issue Date or entered into in connection with the refinancing of existing Indebtedness of Intelsat Xxxxxxx or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this Section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Borrower or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer Borrower or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1i) (Ai) contractual encumbrances or restrictions in effect on the Issue Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and this Agreement, the other Credit Agreement Loan Documents, the Notes Documents ABL Credit Agreement (and all guarantee, security and other documents relating thereto), the Con-way BridgeBilateral Credit Agreement and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2ii) this (x) the 20192023 Notes Indenture, the 20192023 Notes or the Subsidiary Guaranteesguarantees thereunder and, (y) the 2021/20222024 Notes Indenture, the 20212024 Notes, the 2022 or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 7.1 and Section 4.12 7.7 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitationslimitation, licenses of intellectual property) or other contracts; (12xii) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the IssuersBorrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Closing Date pursuant to Section 4.037.1; (14xiv) any Restricted Investment not prohibited by Section 4.04 7.2 and any Permitted Investment; or (15xv) any encumbrances or restrictions of the type referred to in Section 4.05(a), 7.3(a) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, .; or (ixvi) 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesSpin Transactions.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions entered into in connection with the refinancing of the existing Indebtedness of the Issuer, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, documents and agreements relating to the Notes Documents andSpecified Intercompany Agreements, in each casethe Parent Notes, any similar contractual encumbrances or restrictions or any amendmentsthe Xxxxxxx Notes, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Intelsat Xxxxxxx Secured Notes; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, subleases, assignments, licenses (including without limitation, licenses of intellectual property), , contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a Subsidiary Guarantor whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in the Credit Agreement and the other Senior Credit Documents, or a Foreign Subsidiary so long in an indenture governing the Parent Notes, the Xxxxxxx Notes, the Intelsat Xxxxxxx Secured Notes, or the Notes, in each case, as in effect or entered into on the Issue Date or entered into in connection with the refinancing of existing Indebtedness of the Issuer or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this Section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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) The Issuers shall Issuer and Holdings I will not, and shall will not permit any of the their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (ai) (i1) pay dividends or make any other distributions to an Issuer the Issuer, Holdings I or any Restricted Subsidiary Subsidiaries (1A) on its Capital Stock; or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii2) pay any Indebtedness owed to an Issuer the Issuer, Holdings I or any Restricted SubsidiarySubsidiaries; (bii) make loans or advances to an Issuer the Issuer, Holdings I or any Restricted SubsidiarySubsidiaries; or (ciii) sell, lease or transfer any of its properties or assets to an Issuer the Issuer, Holdings I or any Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsAgreement; (2) (A) this Indenture, the Notes Securities (and guarantees thereof), the Security Documents, the Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements and (B) the Subsidiary Guaranteesindenture governing the Senior Subordinated Securities and the Senior Subordinated Securities (and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer the Issuer, Holdings I or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to any Restricted Investment not prohibited by Section 4.03 4.04 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtednessany Permitted Investment; (7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value added taxes), in connection 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; (8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business; (9) Capitalized Lease Obligations and purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances encumbrance or restrictions contained in any Permitted Securitization Document with respect restriction arising pursuant to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability relating to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant 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 Section 4.03the Holders of the Securities than the encumbrances and restrictions contained in the Credit Agreement as of the Issue Date (as determined in good faith by the Issuer) or (B) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines that such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Securities and Holding I’s ability to make payments on the Proceeds Loans in each case as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1513) any encumbrances or restrictions of the type referred to in clause (iii) above existing by reason of any Lien permitted under Section 4.05(a4.12; (14) any encumbrances or restrictions of the type referred to in clauses (i), (bii) or and (ciii) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. ; or (15) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business. (b) For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock 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 an Issuer the Issuer, Holdings I or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers shall notNone of the Obligors shall, and the Issuer shall not permit any of the Restricted Subsidiaries Group Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary Group Company to: (a) (i) pay dividends or make any other distributions to an the Issuer or any Restricted Subsidiary of its Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any Restricted Subsidiaryof its Subsidiaries; (b) make loans or advances to an the Issuer or any Restricted Subsidiaryof its Subsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any Restricted Subsidiary; of its Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Initial Issue Date (and not described in clauses (B2) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsthrough (9) below); (2) this Indenture, the Notes or the Subsidiary GuaranteesTransaction Documents; (3) applicable law or any applicable rule, regulation or orderRequirements of Law; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (65) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right rights of the debtor to dispose of the assets securing such IndebtednessIndebtedness or to pay dividends or distributions or pay any Indebtedness owed to the Issuer or any Subsidiary; (76) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (107) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course Ordinary Course of business or consistent with past practice or industry normBusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) 8) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or; (159) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that (i) restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or (ii) restrict funds for distributions where such funds are used to pay premiums on Life Policies; (10) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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 (149) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (11) any encumbrances or restrictions contemplated by the White Eagle Credit Facility. 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 an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1i) (Ax) contractual encumbrances or restrictions in effect on the Issue Date Effective Date, including pursuant to the Senior Notes (including any guarantee thereof) and the Existing Term Loan Agreement and (By) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2ii) this Indenture, the Notes Agreement or the Subsidiary Guarantees; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 6.03 and Section 4.12 6.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12xii) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the IssuersBorrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Effective Date pursuant to not in violation of Section 4.036.03; (14xiv) any Restricted Investment not prohibited by Section 4.04 6.04 and any Permitted Investment; (xv) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; or (15xvi) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or (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 (14xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.056.05, (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 an Issuer the Borrower or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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) The Issuers shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i1) pay dividends or make any other distributions on its Capital Stock to an the Issuer or any of its Restricted Subsidiary (1) on its Capital Stock; Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b2) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c3) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted Subsidiary; except Subsidiaries. (b) However, the preceding restrictions in each case for such Section 4.15(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (Bx) contractual encumbrances or restrictions pursuant to the Credit Agreement and Agreement, the other Mexican Credit Agreement Documentsor related documents or (y) on the Issue Date, the Notes Documents andincluding, in each casewithout limitation, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentspursuant to Existing Indebtedness and related documentation; (2) this Indenture, the Notes or and the Subsidiary Guarantees (including any Exchange Notes and related Guarantees); (3) purchase money obligations or other obligations described in clause (4) of Section 4.10(b) for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) of Section 4.15(a) on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (45) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (56) contracts or agreements for the sale of assets, including any restriction without limitation, customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (67) Secured Indebtedness Debt otherwise permitted to be Incurred incurred pursuant to Section 4.03 Sections 4.10 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) 9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to clauses (5), (12), (17) or (20) of Section 4.10(b); (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (1011) customary provisions contained in leases, subleases, licenses or asset sale agreements and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;agreements; and (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (1), (b2) or and (c3) of Section 4.15(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 (1411) aboveof this Section 4.15(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer’s Board of Directors, not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance ; provided further, however, that with this Section 4.05respect to contracts, (i) the priority of any Preferred Stock in receiving dividends instruments or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction obligations existing on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or Issue Date, any such Restricted Subsidiary shall amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of the Issuer’s Board of Directors, dividend and other payment restrictions that are not be deemed materially more restrictive, taken as a restriction whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the ability to make loans or advancesIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers QD LLC shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer QD LLC or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer QD LLC or any of Restricted Subsidiary; (b) make loans or advances to an Issuer QD LLC or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer QD LLC or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, Documents and the Subordinated Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsdue 2013; (2) this Indenture, the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer QD LLC or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer QD LLC or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the IssuersQD LLC), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersQD LLC, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer QD LLC or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer QD LLC 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. The Issuers Dutch Co-Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Dutch Co-Issuer or any of its Restricted Subsidiary (1) Subsidiaries on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; Stock or (ii) pay any Indebtedness owed to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions of Dutch Co-Issuer or any of its Restricted Subsidiaries in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement DocumentsAgreement, the Dollar Notes Documents andIndenture and the notes, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsguarantees and other documents relating to the Dollar Notes Indenture and related Hedging Obligations; (2ii) this Indenture, the Notes or and the Subsidiary Guarantees; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an or merged or consolidated with or into Dutch Co-Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition (but or at the time it merges with or into Dutch Co-Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that in connection with a merger under this clause (iv), if a Person other than Dutch Co-Issuer or such Restricted Subsidiary is the Successor Company with respect to such merger, any Subsidiary of such Person, or 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 Dutch Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger; (5v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assetsassets applicable to such assets pending consummation of such sale, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) vii) customary provisions in joint venture operating or other similar agreements, asset sale agreements and other similar stock sale agreements entered into in connection with the ordinary course entering into of businesssuch transaction, which limitation is applicable only to the assets that are the subject of those agreements; (9viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business that to the extent such obligations impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10ix) customary provisions contained in leases, licenses sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normto the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease; (11x) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13xi) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Dutch Co-Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (bi) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will shall not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by Dutch Co-Issuer in good faith 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 Dollar Notes Indenture or the Senior Credit Agreement (as determined by the IssuersDutch Co-Issuer in good faith), provided that ; (xii) any encumbrance or restriction contained in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is Secured Indebtedness otherwise permitted to be Incurred subsequent pursuant to Sections 3.3 and 3.5 to the Issue Date pursuant extent limiting the right of the debtor to Section 4.03dispose of the assets securing such Indebtedness; (14xiii) 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 Dutch Co-Issuer or any Restricted Investment not prohibited Subsidiary in any manner material to Dutch Co-Issuer or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, in each case, as determined by Section 4.04 and any Permitted Investment; orDutch Co-Issuer in good faith; (15xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendmentsencumbrances and restrictions contained in any such amendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings refinancing are, in the good faith judgment of the IssuersDutch Co-Issuer, not materially more restrictive with respect to such dividend as a whole than the encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.053.6, (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 an Dutch Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Dutch 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. The Issuers (a) Subject to provisions of ‎Section 4.11(b) below, the Parent Guarantor shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions on its Equity Interests to an Issuer the Parent Guarantor or any other Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or Subsidiary; (ii) pay any Indebtedness Debt owed to an Issuer the Parent Guarantor or any other Restricted Subsidiary; (biii) make loans or advances to an Issuer the Parent Guarantor or any other Restricted Subsidiary; or (civ) sell, lease or transfer any of its properties property or assets to an Issuer the Parent Guarantor or any other Restricted Subsidiary; except . (b) The restrictions contained in each case for such ‎Section 4.11(a) shall not apply to any encumbrances or restrictions restrictions: (i) [Reserved]; (ii) existing pursuant to the Indenture, the Notes, the Note Guaranty or the other Note Documents; (iii) existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documentsof applicable law, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4iv) existing under any agreement agreements or other instrument of a Person acquired by an Issuer instruments of, or any Restricted Subsidiary which was in existence at the time of such acquisition (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 with respect to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of any Person, at the time the Person is acquired by the Parent Guarantor or any Restricted Subsidiary; which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and its Subsidiaries(2) were not put in place in anticipation of such event and any amendments, so acquiredmodifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock type described in ‎Section 4.11(a)(iv) arising or assets of such Restricted Subsidiary; agreed to (6A) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or similar contract, or including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the assignment or transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (C) by virtue of any such leaseLien on, license (includingor agreement to transfer, without limitation, licenses of intellectual property) option or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document similar right with respect to any Special Purpose Securitization property or assets of, the Parent Guarantor or any Restricted Subsidiary; (13vi) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03hereunder; (14vii) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment[Reserved]; (viii) [Reserved]; (ix) [Reserved]; (x) [Reserved]; (xi) [Reserved]; or (15xii) any encumbrances existing pursuant to customary provisions in joint venture, operating or restrictions similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancestransaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and Agreement, the other Senior Credit Agreement Documents, the Existing Debentures, the Existing Junior Priority Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the guarantees thereof; (2) this Indenture, the Notes or (and any Exchange Notes and guarantees thereof), the Subsidiary GuaranteesSecurity Documents, the First Lien Intercreditor Agreement and the Existing Junior Priority Intercreditor Agreements; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the nature discussed in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Borrower or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Borrower or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1i) (Ax) contractual encumbrances or restrictions in effect on the Issue Date Effective Date, including pursuant to the Senior Notes (including any guarantee thereof) and the Senior Secured Notes (including any guarantee thereof) and (By) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2ii) this Indenture, the Notes Agreement or the Subsidiary Guarantees; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 Sections 6.03 and Section 4.12 6.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12xii) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer the Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the IssuersBorrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Effective Date pursuant to not in violation of Section 4.036.03; (14xiv) any Restricted Investment not prohibited by Section 4.04 6.04 and any Permitted Investment; (xv) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; or (15xvi) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or (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 (14xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.056.05, (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 an Issuer the Borrower or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any Restricted Subsidiary; (b) make loans or advances to an Issuer Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Existing Senior Notes (including any guarantee thereof), the Second Lien Term Facility (including any guarantee thereof) and the 8.00% Senior Secured Notes (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c)clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such leaselease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose Securitization such Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer the Company or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer the Company or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer the Company or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer the Company or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) (i) this Indenture, the Securities (and any Exchange Securities and Guarantees thereof), the Security Documents, the Intercreditor Agreement and (ii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes or the Subsidiary Guarantees(and any exchange Senior Subordinated Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an Issuer the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (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 or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Company (i) that is not a Subsidiary Guarantor Finance Co. or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided Guarantor that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.034.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b); (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by an Issuer 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Intelsat Xxxxxxx Unsecured Credit Agreement, the New Intelsat Xxxxxxx Unsecured Credit Agreement and pursuant to documents and agreements relating to the Outstanding Intelsat Sub Holdco Notes, the Existing Holdings Notes, the Lockheed Note, the Intermediate Holdco Notes, the Intelsat Xxxxxxx Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the Intelsat Bermuda Notes; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Issuer or any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any Restricted Subsidiary; (b) make loans or advances to an the Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an the Issuer or any Restricted Subsidiary that is a Subsidiary Note Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Note Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the IssuersIssuer), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Holdings or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Issuer Holdings or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and Agreement, the other Senior Credit Agreement Documents, the Existing Debentures, the Existing Second Lien Notes, the Existing Senior Secured Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsand the guarantees thereof; (2) this Indenture, the Notes or (and any Exchange Notes and guarantees thereof), the Subsidiary GuaranteesSecurity Documents and the Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses leases and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the nature discussed in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Dutch Co-Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Dutch Co-Issuer or any of its Restricted Subsidiary (1) Subsidiaries on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; Stock or (ii) pay any Indebtedness owed to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an Dutch Co-Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (Ai) contractual encumbrances or restrictions of Dutch Co-Issuer or any of its Restricted Subsidiaries in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement DocumentsAgreement, the Euro Notes Documents andIndenture and the notes, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsguarantees and other documents relating to the Euro Notes Indenture and related Hedging Obligations; (2ii) this Indenture, the Notes or and the Subsidiary Guarantees; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an or merged or consolidated with or into Dutch Co-Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition (but or at the time it merges with or into Dutch Co-Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that in connection with a merger under this clause (iv), if a Person other than Dutch Co-Issuer or such Restricted Subsidiary is the Successor Company with respect to such merger, any Subsidiary of such Person, or 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 Dutch Co-Issuer or such Restricted Subsidiary, as the case may be, at the time of such merger; (5v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assetsassets applicable to such assets pending consummation of such sale, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) vii) customary provisions in joint venture operating or other similar agreements, asset sale agreements and other similar stock sale agreements entered into in connection with the ordinary course entering into of businesssuch transaction, which limitation is applicable only to the assets that are the subject of those agreements; (9viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business that to the extent such obligations impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10ix) customary provisions contained in leases, licenses sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normto the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease; (11x) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Receivables Subsidiary; (13xi) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Dutch Co-Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (bi) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will shall not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined by Dutch Co-Issuer in good faith 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 Euro Notes Indenture or the Senior Credit Agreement (as determined by the IssuersDutch Co-Issuer in good faith), provided that ; (xii) any encumbrance or restriction contained in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is Secured Indebtedness otherwise permitted to be Incurred subsequent pursuant to Sections 3.3 and 3.5 to the Issue Date pursuant extent limiting the right of the debtor to Section 4.03dispose of the assets securing such Indebtedness; (14xiii) 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 Dutch Co-Issuer or any Restricted Investment not prohibited Subsidiary in any manner material to Dutch Co-Issuer or any Restricted Subsidiary or (y) materially affect the Issuers’ ability to make future principal or interest payments on the Notes, in each case, as determined by Section 4.04 and any Permitted Investment; orDutch Co-Issuer in good faith; (15xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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; provided that such amendmentsencumbrances and restrictions contained in any such amendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings refinancing are, in the good faith judgment of the IssuersDutch Co-Issuer, not materially more restrictive with respect to such dividend as a whole than the encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.053.6, (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 an Dutch Co-Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Dutch 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted Subsidiary; Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instrumentsDate; (2) this Indenture, the Notes Guarantees, the Securities or the Subsidiary GuaranteesSecurity Documents; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) documents relating to any Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit 4.13, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements agreements, collaboration agreements, intellectual property licenses and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an the Issuer or any Restricted Subsidiary Guarantor, provided, that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to under Section 4.03; (1412) any Restricted Permitted Investment (to the extent such encumbrance or restriction was not prohibited by Section 4.04 made in contemplation of such Permitted Investment and any was in existence on the date of such Permitted Investment); or (1513) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or 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 (1412) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers shall Issuer will not, and shall will not permit any of the Restricted Subsidiaries that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Issuer or any Restricted Subsidiary (other than an Excluded Subsidiary) that is not a Subsidiary Guarantor to: (a) (i) make or pay dividends or make any other distributions to an the Issuer or any Restricted Subsidiary (1) on its their Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its their profits; or (ii) make or pay any Indebtedness owed to an the Issuer or any Restricted Subsidiary; (b) make loans or advances to an the Issuer or any Restricted Subsidiary; or (c) sell, lease or transfer any of its their properties or assets to an the Issuer or any Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason ofthat: (1) (A) contractual encumbrances or restrictions in effect exist on the Issue Date and Date, (B) contractual encumbrances to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or restrictions refinancing of such Indebtedness, (C) are pursuant to the Credit Agreement Agreements and the other Credit Agreement DocumentsDocuments and any related Hedge Agreement, (D) exist under this Indenture, the Notes Notes, the Guarantees, the Security Documents and, and the Intercreditor Agreements and any Permitted Refinancing thereof and (E) in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indentureare binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any asset at the Notes or the Subsidiary Guaranteestime such asset was acquired; (3) are Contractual Obligations of or represent Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that such Indebtedness is permitted by Section 4.03 hereof; (4) are customary restrictions that arise in connection with (A) any Lien permitted by Section 4.12 hereof, and relate to the property subject to such Lien or (B) any Asset Sale permitted by Section 4.06 hereof applicable law pending such Asset Sale solely to the assets (including Equity Interests) subject to such Asset Sale; (5) are provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted by this Indenture and applicable solely to such Joint Venture; (6) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 4.03 hereof; (7) are restrictions in leases, subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business so long as such restrictions relate to the assets subject thereto; (8) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to clause (e), (g), (o)(i), (r), (s) or (t) of Section 4.03(2) hereof; (9) restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (10) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (11) are restrictions on cash or other deposits or net worth imposed by customers, trade counterparties, suppliers or landlords under contracts entered into in the ordinary course of business or consistent with past practice or industry norm; (12) arise in connection with cash or other deposits permitted under Section 4.12 hereof; (13) comprise restrictions that are, taken as a whole, in the good faith judgment of the Issuer, no more restrictive with respect to the Issuer or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Indenture), or that the Issuer shall have determined in good faith will not affect its obligation or ability to make any payments required under this Indenture; (14) apply by reason of any applicable Law, rule, regulation or orderorder or are required by any Governmental Authority having jurisdiction over the Issuer or any Restricted Subsidiary; (415) are customary restrictions contained in Indebtedness of the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor Incurred after the Issue Date which is permitted to be Incurred pursuant to Section 4.03 hereof so long as such restrictions do not adversely affect the Issuer’s ability to make anticipated principal or interest payments on the Notes as and when they come due (as determined in good faith by the Issuer); (16) are under contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that, such sale is permitted under this Indenture and any such encumbrance or restriction applies only to the assets so being sold; (17) are purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (18) any encumbrances or restrictions contained in any documents and agreements evidencing, relating to or otherwise governing a Qualified Securitization Financing with respect to any Securitization Subsidiary; (19) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as either (x) such encumbrances and restrictions contained in any agreement or instrument will not materially adversely affect the Issuer’s ability to make anticipated principal or interest payments on the Notes as and when they come due (as determined in good faith by the Issuer) or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date by Section 4.03 hereof; (20) [reserved]; (21) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionacquisition other than in connection with the Incurrence of Indebtedness of the type contemplated by Section 4.03(2)(e)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (522) contracts Contractual Obligations that are subject to the applicable override provisions of the Uniform Commercial Code or the PPSA; (23) customary provisions (including provisions limiting the disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements, or other similar agreements; (24) net worth provisions contained in agreements for entered into by the sale Issuer or any Restricted Subsidiary, so long as the Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of assets, including the Issuer or such Restricted Subsidiary to meet its ongoing obligations; (25) restrictions arising in any restriction agreement relating to (i) any obligations with respect to a Restricted Subsidiary imposed pursuant any cash management services to an agreement entered into for the sale extent such restrictions relate solely to the cash, bank accounts or disposition of other assets or activities subject to the Capital Stock or assets of such Restricted Subsidiaryapplicable cash management services, (ii) any treasury arrangements and (iii) any Hedge Agreements; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (726) restrictions on cash the granting of a security interest in intellectual property contained in licenses, sublicenses or other deposits cross-licenses by the Issuer or net worth imposed by customers under contracts any Restricted Subsidiary of such intellectual property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (1527) any other restrictions or encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) imposed by any amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings refinancing of the contracts, instruments or obligations referred to in clauses (1) through (1426) above; provided that such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings arerefinancing is, in the good faith judgment determination of the IssuersIssuer, not materially more restrictive with respect to such dividend encumbrances and other payment restrictions restrictions, taken as a whole, than those contained in the dividend or other payment restrictions effect prior to such the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i1) 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 (ii2) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Borrower shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an Issuer Borrower or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an Issuer or any Restricted Subsidiary;or (b) make loans or advances to an Issuer Borrower or any Restricted Subsidiary; or (c) sell, lease Subsidiary that is a direct or transfer any indirect parent of its properties or assets to an Issuer or any such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1i) (Ai) contractual encumbrances or restrictions in effect on the Issue Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (Bii) contractual encumbrances or restrictions pursuant to the Credit Agreement and this Agreement, the other Credit Agreement Loan Documents, the Notes Documents ABL Credit Agreement (and all guarantee, security and other documents relating thereto), the Con-way Bridge Credit Agreement and, in each case, any similar contractual encumbrances or restrictions or effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2ii) this (x) the 2019 Notes Indenture, the 2019 Notes or the Subsidiary Guaranteesguarantees thereunder and (y) the 2021/2022 Notes Indenture, the 2021 Notes, the 2022 Notes or the guarantees thereunder; (3iii) applicable law or any applicable rule, regulation or order; (4iv) any agreement or other instrument of a Person acquired by an Issuer Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 7.1 and Section 4.12 7.7 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquiredbusiness; (10x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normbusiness; (11xi) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, including without limitationlimitations, licenses of intellectual property) or other contracts; (12xii) any encumbrances encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions contained in any Permitted Securitization Document with respect apply only to any Special Purpose such Securitization Subsidiary; (13xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes Loans (as determined in good faith by the IssuersBorrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Closing Date pursuant to Section 4.037.1; (14xiv) any Restricted Investment not prohibited by Section 4.04 7.2 and any Permitted Investment; or (15xv) any encumbrances or restrictions of the type referred to in Section 4.05(a), 7.3(a) or (b) or (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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersBorrower, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.057.3, (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 an Issuer Borrower or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect or entered into on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Senior Credit Agreement Documents, the Notes Documents andIntelsat Xxxxxxx Unsecured Credit Agreement, in each casethe New Intelsat Xxxxxxx Unsecured Credit Agreement, any similar contractual encumbrances or restrictions or any amendmentsdocuments and agreements relating to the Specified Intercompany Agreements, modificationsthe Existing Holdings Notes, restatementsthe Existing Luxembourg Notes, renewalsthe Existing Xxxxxxx Notes, supplementsthe Existing Subsidiary Notes, refundings, replacements or refinancings of such agreements or instrumentsand the Intelsat Luxembourg Intercompany Loan; (2) this Indenture, Indenture and the Notes or the Subsidiary Guarantees(and any Exchange Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into (including customary provisions in the ordinary course of businessagreements relating to any Joint Venture); (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(cclause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses licenses, contracts and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry normthat impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) in the case of Section 4.05(c), any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject such restrictions apply only to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contractsReceivables Subsidiary; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary of the Issuer that is not Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in the Credit Agreement and the other Senior Credit Documents, the Intelsat Xxxxxxx Unsecured Credit Agreement, the New Intelsat Xxxxxxx Unsecured Credit Agreement, the Intelsat Luxembourg Intercompany Loan or in an indenture governing the Existing Holdings Notes, the Existing Luxembourg Notes, the Existing Xxxxxxx Notes, the Existing Subsidiary Guarantor Notes or a Foreign Subsidiary so long the Notes, in each case, as in effect or entered into on the Issue Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith by the Issuersfaith), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (1413) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; orand (1514) any encumbrances or restrictions of the type referred to in Section 4.05(aclauses (a), (b) or and (c) of this Section 4.05 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersIssuer, not materially no more restrictive as a whole with respect to such dividend encumbrances and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to an the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by an 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. The Issuers shall (a) Borrower will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i1) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary (1) on its Capital Stock; Stock to Borrower or (2) 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 an Issuer the Company or any of its Restricted SubsidiarySubsidiaries; (b2) make loans or advances to an Issuer Borrower or any of its Restricted SubsidiarySubsidiaries; or (c3) sell, lease or transfer any of its properties or assets to an Issuer Borrower or any of its Restricted Subsidiary; except Subsidiaries. (b) The restrictions in each case for such Section 6.09(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions agreements as in effect on the Issue Closing Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, restatements, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the 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 or instrumentson the Closing Date (as determined in good faith by Borrower); (2) this IndentureAgreement, the Notes or Loan Documents, the Subsidiary Senior Secured Notes, the Senior Secured Note Documents and the Senior Secured Note Guarantees; (3) applicable law or any applicable law, rule, regulation or order; (4) any agreement or other instrument of a Person person acquired by an Issuer Borrower or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness or Capital Stock was incurred in connection with or 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 Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiariesperson, or the property or assets of the Person and its Subsidiariesperson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) contracts or agreements for the sale of assetscustomary non-assignment provisions in contracts, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement leases and licenses entered into for in the sale or disposition ordinary course of the Capital Stock or assets of such Restricted Subsidiarybusiness; (6) Secured 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 (3) of Section 6.09(a); (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) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Company); (9) Liens, including real estate mortgages, permitted to be Incurred pursuant to incurred under the provisions of Section 4.03 and Section 4.12 6.02 hereof that limit the right of the debtor to dispose of the assets securing subject to such IndebtednessLiens; (710) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an 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. The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to an the Issuer or any of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or NY1:1657728.6 S- participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to an the Issuer or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to an the Issuer or any of its Restricted SubsidiarySubsidiaries; or (c) sell, lease or transfer any of its properties or assets to an the Issuer or any of its Restricted SubsidiarySubsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Securities (and any Exchange Securities and guarantees thereof), the Security Documents and the Intercreditor Agreement and (ii) the Senior Subordinated Note Purchase Agreement, the Senior Subordinated Notes or (and any exchange Senior Subordinated Notes and guarantees thereof) and the Subsidiary Guaranteesindenture governing the Senior Subordinated Notes; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by an the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (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 Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section Sections 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as 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 in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) 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; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 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 an Issuer or a Restricted Subsidiary to other Indebtedness Incurred by an Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.