Common use of Limitation on Dividends and other Payment Restrictions affecting Guarantors Clause in Contracts

Limitation on Dividends and other Payment Restrictions affecting Guarantors. Neither the Company nor any of the Guarantors shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Guarantors to: (a) pay dividends or make any other distribution to the Company on the Guarantors’ Capital Stock or with respect to any other interest or participation in or measured by its profits, or pay any Indebtedness owed to the Company or any Guarantor; (b) make loans or advances to the Company or any Guarantors; or (c) transfer any of its properties or assets to the Company or any Guarantor, except for such encumbrances or restrictions existing under or by reason of: (i) existing agreements as in effect on the Issue Date; (ii) applicable law or regulation; (iii) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) this Indenture, the Notes, the New Exchange Notes, the New Exchange Notes Indenture, the New Senior Spectrum Secured Notes or the New Senior Spectrum Secured Notes Indenture; or (v) any agreement for the sale of any Guarantor or its assets that restricts distributions by that Guarantor pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture; or (d) any instrument governing Indebtedness permitted to be incurred under the terms of this Indenture to the extent any applicable restrictions are not more restrictive, taken as a whole, than such restrictions contained in this Indenture.

Limitation on Dividends and other Payment Restrictions affecting Guarantors. Neither the Company nor any of the Guarantors shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Guarantors to: (a) pay dividends or make any other distribution to the Company on the Guarantors’ Capital Stock or with respect to any other interest or participation in or measured by its profits, or pay any Indebtedness owed to the Company or any Guarantor; (b) make loans or advances to the Company or any Guarantors; or; (c) transfer any of its properties or assets to the Company or any Guarantor, ; except for such encumbrances or restrictions existing under or by reason of: (i) 1. existing agreements as in effect on the Issue Date; (ii) 2. applicable law or regulation; (iii) 3. by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) this 4. the EchoStar Exchange Notes Indenture, the Notes, the New EchoStar Exchange Notes, the New Exchange Senior Spectrum Secured Convertible Notes, the New Senior Spectrum Secured Convertible Notes Indenture, the New Senior Spectrum Secured Notes or the New Senior Spectrum Secured Notes Indenture; or (v) 5. any agreement for the sale of any Guarantor or its assets that restricts distributions by that Guarantor pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this the EchoStar Exchange Notes Indenture; or (d) any instrument governing Indebtedness permitted to be incurred under the terms of this the EchoStar Exchange Notes Indenture to the extent any applicable restrictions are not no more restrictive, taken as a whole, than such restrictions contained in this EchoStar Exchange Notes Indenture.

Limitation on Dividends and other Payment Restrictions affecting Guarantors. Neither the The Company nor shall not, and shall not permit any of the Guarantors shallto, directly or indirectly, incur, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Guarantors any Guarantor to: (a) pay dividends or make any other distribution to the Company distributions (whether such dividends or distributions are in cash or otherwise) on the Guarantors’ or in respect of its Capital Stock or with respect to any other interest or participation in in, or measured by by, its profits, or , (b) pay any Indebtedness owed to the Company or any other Guarantor;, (bc) make loans or advances to to, or any investment in, the Company or any Guarantors; orother Guarantor, (cd) transfer any of its properties or assets to the Company or any other Guarantor, except for or (e) guarantee any Indebtedness of the Company or of any other Guarantor. However, the preceding restrictions will not apply to any such encumbrances or restrictions existing under or by reason of: (i) existing agreements as in effect on the Issue Date;applicable law, (ii) applicable law or regulation; (iii) by reason of customary non-assignment provisions of any lease or any contract governing a leasehold interest of the Company or any Guarantor, in leases each case, entered into in the ordinary course of business and consistent with past practices;practice, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Notes or any Guarantors' ability to satisfy its obligations under this Indenture and its Guarantee, (iv) any agreement or other instrument of a person acquired by the Company or any Guarantor in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired; provided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument; provided, that such Indebtedness was permitted by the terms of this Indenture to be incurred, (vi) provisions contained in this Indenture, the Notes, the New Exchange NotesGuarantees, the New Exchange Notes Indenture, the New Senior Spectrum Secured Notes Intercreditor Agreement or the New Senior Spectrum Secured Notes Indenture; orany Security Documents, (vvii) any agreement for (A)provisions contained in the sale of any Guarantor Credit Facility and in security agreements or its assets that restricts distributions similar documents permitted by that Guarantor pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture; or (d) any instrument governing Indebtedness permitted to be incurred under the terms of this Indenture entered into by the Company, CF&I and New CF&I pledging Revolver Collateral to the extent any applicable restrictions secure their respective obligations thereunder (in each case, which are not no more restrictive, taken and no less favorable, to the Holders of the Notes than the provisions as a wholein effect on the Issue Date and not giving effect to any subsequent amendment or modification thereof), and (B) provisions contained in such additional guarantees of the Company's obligations under the Credit Facility permitted by this Indenture and in such additional security agreements or similar documents permitted by this Indenture pledging Revolver Collateral pursuant to the Credit Facility which may be entered into after the Issue Date by other Guarantors (and in amendments thereto and replacements thereof) which in each case are permitted by this Indenture and are no more restrictive, and no less favorable to the Holders of the Notes, than such the provisions of the guarantees, security agreements or similar documents, as the case may be, referred to in clause (A) of this paragraph (vii) (as in effect on the Issue Date and not giving effect to any subsequent amendment or modification thereof); (viii) (A) provisions contained in other agreements or instruments relating to Indebtedness in effect on the Issue Date (as in effect on the Issue Date and not giving effect to any subsequent amendment or modification thereof) and (B) provisions contained in amendments thereto and permitted refinancings or replacements thereof, which in each case are permitted by this Indenture and are no more restrictive, and no less favorable to the Holders of the Notes, than the provisions of the agreements or instruments, as the case may be, referred to in clause (A) of this paragraph (viii) (as in effect on the Issue Date and not giving effect to any subsequent amendment or modification thereof); and (ix) encumbrances and restrictions created by the CF&I Partnership Agreement and the New CF&I Stockholders Agreement (each as in effect on the Issue Date and not giving effect to any subsequent amendment or modification thereof) and in any amendments thereto which are permitted by this Indenture and which encumbrances and restrictions contained in this Indentureany such amendment are no more restrictive and are no less favorable to the Holders of the Notes than those contained in such agreement prior to such amendment.

Limitation on Dividends and other Payment Restrictions affecting Guarantors. Neither the Company nor any of the Guarantors shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Guarantors to: (a) pay dividends or make any other distribution to the Company on the Guarantors’ Capital Stock or with respect to any other interest or participation in or measured by its profits, or pay any Indebtedness owed to the Company or any Guarantor; (b) make loans or advances to the Company or any Guarantors; or; (c) transfer any of its properties or assets to the Company or any Guarantor, ; except for such encumbrances or restrictions existing under or by reason of: (i) 1. existing agreements as in effect on the Issue Date; (ii) 2. applicable law or regulation; (iii) 3. by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) this 4. the EchoStar New Notes Indenture, the EchoStar New Notes, the New Exchange Senior Spectrum Secured Convertible Notes, the New Exchange Senior Spectrum Secured Convertible Notes Indenture, the New Senior Spectrum Secured Exchange Notes or the New Senior Spectrum Secured Exchange Notes Indenture; or (v) 5. any agreement for the sale of any Guarantor or its assets that restricts distributions by that Guarantor pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this the EchoStar New Notes Indenture; or (d) any instrument governing Indebtedness permitted to be incurred under the terms of this the EchoStar New Notes Indenture to the extent any applicable restrictions are not no more restrictive, taken as a whole, than such restrictions contained in this EchoStar New Notes Indenture.