Common use of Limitations and Restrictions on the Issuer Clause in Contracts

Limitations and Restrictions on the Issuer. The Indenture contains the following covenants: • the Issuer will not engage in any business, or conduct any operations, other than to finance the operations of the Guarantor and its subsidiaries and activities that are reasonably ancillary thereto (including, without limitation, on-lending of funds, repurchases of Debt not prohibited by the Indenture, entering into transactions involving Hedging Obligations relating to such Debt and investments not prohibited by the Indenture); • the Issuer will not incur any Debt other than (1) the Notes and (2) any other Debt which (i) ranks equally with the notes or (ii) is subordinated to the notes; • the Issuer will not redeem any of its shares; and • the Issuer will not incur any Liens on any of its assets, except for any Liens imposed by operation of law. The Guarantor and the Issuer will also agree in the Indenture that, for so long as any of the Notes are outstanding, neither the Guarantor nor the Issuer will take any corporate action with respect to: • the consolidation or merger of the Issuer with or into any other person, except that the Issuer may merge with the Guarantor or a Wholly-Owned Subsidiary; • the voluntary liquidation, wind-up or dissolution of the Issuer while the Issuer is the issuer of the Notes, unless the Guarantor fully and unconditionally assumes all of the obligations of the Issuer, including the Notes; or • the transfer or disposition by the Guarantor of the Issuer to any person other than a Wholly-Owned Subsidiary, except as permitted under Section 4.07 of the Indenture.

Limitations and Restrictions on the Issuer. (a) The Indenture contains the following covenants: • the Issuer will not (i) engage in any business, or conduct any operations, other than to finance the operations of the Guarantor and its subsidiaries Company and activities that are reasonably ancillary thereto (including, without limitation, on-the issuance, sale, redemption, repurchase or defeasance of the Securities or additional Securities permitted by this Indenture and any activities incidentally related thereto, or lending of funds, funds or repurchases of Debt Indebtedness not prohibited by this Indenture) or as required by law; or (ii) hold any material assets other than (x) cash or cash equivalents held on a temporary basis in accordance with the Indenture, entering into transactions involving Hedging Obligations relating to such Debt terms hereof and investments not prohibited by (y) 100% of the Indenture); • Equity Interests of the Company; (b) the Issuer will not incur any Debt Indebtedness other than (1i) the Notes Securities and (2) any other Debt which (i) ranks equally with the notes or (ii) any intercompany Indebtedness that is subordinated to the notes; • the Issuer will not redeem any of its shares; and • Securities; (c) the Issuer will not incur any Liens on any of its assetsProperty (including Capital Stock), except for any Liens imposed by operation of law. The Guarantor and ; (d) the Issuer will also agree in the Indenture that, for so long as any of the Notes are outstanding, neither the Guarantor nor the Issuer will not take any corporate action with respect to: • the consolidation to or merger of the Issuer merge with or consolidate into any other personPerson or enter into any agreement to sell all or substantially all of its assets (other than in connection with a sale of the shares of the Company permitted under this Indenture), except that or enter into any joint venture or similar arrangement with any other Person; (e) the Issuer may merge will not take any corporate action with the Guarantor or a Wholly-Owned Subsidiary; • respect to the voluntary liquidation, wind-up or dissolution of the Issuer while the Issuer is the issuer of the NotesSecurities; and (f) the Issuer will keep updated written records, unless which it shall make available to the Guarantor fully Trustee, of all payments, redemptions and unconditionally assumes all repurchases made in respect of the obligations Securities and setting forth the current (i) Face Amount of the Securities and (ii) Instrument Distribution Percentage. For the avoidance of doubt, the Issuer, including the Notes; Company or • their Subsidiaries will not be restricted by Sections Section 4.01 through Section 4.12 of this Indenture from engaging in any transaction specifically contemplated by and carried out in accordance with the transfer or disposition by the Guarantor terms of the Intercompany Agreement. For the avoidance of doubt, there will be no restriction on the number of Distributions except as specifically contemplated above and the Issuer to may use the proceeds from any person other than a Wholly-Owned SubsidiaryDistributions, except as permitted under Section 4.07 may be required for payments to the Holders in accordance with the terms of this Indenture, to make distributions or loans to the Issuer Shareholder, to launch tenders offers for the purchase of the IndentureSecurities in accordance with the terms of this Indenture or to finance the activities of its Subsidiaries.

Limitations and Restrictions on the Issuer. (a) The Indenture contains the following covenants: • the Issuer will shall not engage in any businessbusiness or enter into, or conduct be a party to, any operationstransaction or agreement except: (i) the issuance, other than to finance the operations sale, redemption, repurchase, or defeasance of the Guarantor and its subsidiaries Notes and activities that are reasonably ancillary thereto incidentally related thereto; (including, without limitation, on-lending of funds, repurchases of Debt not prohibited ii) the Intercompany Issuer Note; (iii) as required by applicable Law; and (iv) an agreement entered into by the Indenture, entering into transactions involving Hedging Obligations relating Issuer in connection with the opening of a bank account with a bank to such Debt and investments not prohibited be selected by the Indenture)Issuer (such account, the “Pay-in Account”) into which no more than $50,000 shall be deposited for the sole purpose of the payment by Constellation for the issued and outstanding Capital Stock of the Issuer; • it being understood that the proceeds deposited in the Pay-in Account may be used at the discretion of the Issuer will solely to pay expenses of the Issuer. (b) The Issuer shall not incur acquire or own any Debt Subsidiaries or other than assets or Properties, except (1) Permitted Investments pursuant to the Notes and terms of this Indenture, (2) any assets related to Intercompany Issuer Note, (3) the Notes, and (4) other Debt non-material assets and properties, including the Pay-In Account and the amounts deposited therein, which shall not exceed $50,000. (ic) ranks equally with the notes or (ii) is subordinated to the notes; • the The Issuer will not redeem any of its shares; and • the Issuer will shall not incur any Liens on Indebtedness (other than the Notes) or issue any of its assetsDisqualified Stock. (d) The Issuer shall not create, assume, incur or suffer to exist any Lien upon any Property whatsoever, except for any Liens imposed by operation of law. Permitted Liens. (e) The Guarantor and the Issuer will also agree in the Indenture that, for so long as any of the Notes are outstanding, neither the Guarantor nor the Issuer will take any corporate action with respect to: • the consolidation or merger of the Issuer with or shall not (1) enter into any merger into or consolidation, amalgamation, joint venture, or other person, except that the Issuer may merge form of combination with the Guarantor any other Person (whether or a Wholly-Owned Subsidiary; • the voluntary liquidation, wind-up or dissolution of the Issuer while not the Issuer is the issuer surviving corporation) or (2) sell, lease, sublet, convey or otherwise dispose of (or permit or consent to the Notessale, unless the Guarantor fully and unconditionally assumes all lease, sublet, conveyance or other disposition of) any of the obligations of the Issuerits Property, including the Notes; in one or • the transfer or disposition by the Guarantor of the Issuer more related transactions, to any person Person, other than a Wholly-Owned Subsidiarythan, except as in each case, (i) sales or other dispositions of Permitted Investments prior to the Stated Maturity thereof, (ii) Restricted Payments permitted under Section 4.07 hereof, (iii) other payments permitted under or contemplated by the Financing Documents, (iv) waivers or amendments to contracts or other rights as permitted under this Indenture, and (v) redemptions or repurchases of the IndentureNotes in accordance with Article 3 hereof.