Common use of Business of Holdings Clause in Contracts

Business of Holdings. Notwithstanding anything herein to the contrary, with respect to Holdings, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of BA, CA, Bidco and its other Subsidiaries, (b) incur, create, assume or suffer to exist any Indebtedness, Guarantee Obligations or other liabilities, except (i) obligations imposed by Requirement of Law, (ii) pursuant to the Loan Documents to which it is a party, (iii) other liabilities incidental to its existence and permitted business and activities, (iv) Indebtedness (which shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent) owed to Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.2 and Section 8.8) and (v) Guarantee Obligations in respect of Indebtedness permitted pursuant to Section 8.2; provided that, if such Indebtedness is Subordinated Indebtedness, then the Guarantee Obligations in respect of such Indebtedness shall be subordinated to the same degree, if any, or to a greater degree as such Indebtedness is subordinated to the Obligations, (c) own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents (other than cash and Cash Equivalents received in connection with (x) Restricted Payments and Investments made by any Subsidiary of Holdings in accordance with Section 8.6 and Section 8.8, respectively, pending application in the manner contemplated by said Sections and (y) dividends, contributions, loans or other advances (which, in the case of loans or other advances, shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent) made by Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.6 and Section 8.8) to Holdings to the extent such Subsidiaries are permitted to make such Investments in, or Restricted Payments to, Holdings hereunder)) other than the ownership of shares of Capital Stock of BA, CA, Bidco and its other Subsidiaries and any activities incidental to its ownership of such Capital Stock, (d) create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for Liens created pursuant to the Security Documents and Liens permitted under Section 8.3 imposed by any Requirement of Law and (e) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business.

Business of Holdings. Notwithstanding anything herein to the contrary, with With respect to Holdings, engage in any business operations or have any material assets or Indebtedness (other than contingent obligations incurred in connection with Borrower’s or other Loan Parties’ Indebtedness permitted hereunder) other than (a) conduct, transact the direct or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its indirect ownership of all outstanding equity interests of the Capital Stock of BA, CA, Bidco and its other SubsidiariesBorrower, (b) incur, create, assume or suffer to exist any Indebtedness, Guarantee Obligations or other liabilities, except (i) obligations imposed by Requirement of Lawmaintaining its corporate existence, (iic) pursuant to participating in tax, accounting and other administrative activities (including preparing reports and financial statements), (d) the performance of its obligations under the Loan Documents to which it is a party, (iiie) other liabilities incidental the performance of obligations under the Term Loan Documents, the Second Lien Notes, Ratio Debt, Permitted First Priority Incremental Equivalent Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Incremental Equivalent Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Incremental Equivalent Debt, Permitted Unsecured Refinancing Debt or in each case any Permitted Refinancing thereof, and agreements relating to its existence and permitted business and activitiesIndebtedness incurred under Section 8.02(o) to which it is a party, (ivf) Indebtedness (which shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent) owed to Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.2 and Section 8.8) and (v) Guarantee Obligations in respect of Indebtedness permitted pursuant to Section 8.2; provided that, if such Indebtedness is Subordinated Indebtedness, then the Guarantee Obligations in respect of such Indebtedness shall be subordinated to the same degree, if any, or to a greater degree as such Indebtedness is subordinated to the ObligationsTransactions, (cg) ownthe issuance of its own equity interests, lease, manage or otherwise operate any properties or assets (including holding cash and Cash Equivalents and the making and owning and holding of Investments, Restricted Payments and any other actions otherwise expressly permitted to be performed by Holdings under this Agreement, (h) liabilities (other than cash and Cash Equivalents received in connection with (xrespect of Indebtedness) Restricted Payments and Investments made by of any Subsidiary of Holdings in accordance with Section 8.6 and Section 8.8, respectively, pending application kind arising in the manner contemplated by said Sections ordinary course of business, (i) the entering into, and performance of its obligations under, any acquisition agreement or any letter of intent related to a prospective acquisition, and (yj) dividends, contributions, loans or other advances (which, in the case of loans or other advances, shall be subordinated to the Obligations on terms obligations and conditions reasonably satisfactory to the Administrative Agent) made by Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.6 and Section 8.8) to Holdings to the extent such Subsidiaries are permitted to make such Investments in, or Restricted Payments to, Holdings hereunder)) other than the ownership of shares of Capital Stock of BA, CA, Bidco and its other Subsidiaries and any activities incidental to its ownership of such Capital Stock, the business or activities described in the foregoing clauses (da) create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for Liens created pursuant to the Security Documents and Liens permitted under Section 8.3 imposed by any Requirement of Law and through (e) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutioni), or Dispose ofincluding without limitation providing indemnification of officers, all or substantially all of its property or businessdirectors, shareholders and employees.

Business of Holdings. Notwithstanding anything herein to the contrary, with With respect to Holdings, engage in any business operations or have any material assets or Indebtedness (other than contingent obligations incurred in connection with Borrower’s or other Loan Parties’ Indebtedness permitted hereunder) other than (a) conduct, transact the direct or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its indirect ownership of all outstanding equity interests of the Capital Stock of BA, CA, Bidco and its other SubsidiariesBorrower, (b) incur, create, assume or suffer to exist any Indebtedness, Guarantee Obligations or other liabilities, except (i) obligations imposed by Requirement of Lawmaintaining its corporate existence, (iic) pursuant to participating in tax, accounting and other administrative activities (including preparing reports and financial statements), (d) the performance of its obligations under the Loan Documents to which it is a party, (iiie) other liabilities incidental the performance of obligations under the Revolving Credit Facility Documents, the Second Lien Notes, Ratio Debt, Permitted First Priority Incremental Equivalent Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Incremental Equivalent Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Incremental Equivalent Debt, Permitted Unsecured Refinancing Debt or in each case any Permitted Refinancing thereof, and agreements relating to its existence and permitted business and activitiesIndebtedness incurred under 8.02(o) to which it is a party, (ivf) Indebtedness (which shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent) owed to Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.2 and Section 8.8) and (v) Guarantee Obligations in respect of Indebtedness permitted pursuant to Section 8.2; provided that, if such Indebtedness is Subordinated Indebtedness, then the Guarantee Obligations in respect of such Indebtedness shall be subordinated to the same degree, if any, or to a greater degree as such Indebtedness is subordinated to the ObligationsTransactions, (cg) ownthe issuance of its own equity interests, lease, manage or otherwise operate any properties or assets (including holding cash and Cash Equivalents and the making and owning and holding of Investments, Restricted Payments and any other actions otherwise expressly permitted to be performed by Holdings under this Agreement, (h) liabilities (other than cash and Cash Equivalents received in connection with (xrespect of Indebtedness) Restricted Payments and Investments made by of any Subsidiary of Holdings in accordance with Section 8.6 and Section 8.8, respectively, pending application kind arising in the manner contemplated by said Sections ordinary course of business, (i) the entering into, and performance of its obligations under, any acquisition agreement or any letter of intent related to a prospective acquisition, and (yj) dividends, contributions, loans or other advances (which, in the case of loans or other advances, shall be subordinated to the Obligations on terms obligations and conditions reasonably satisfactory to the Administrative Agent) made by Parent or any of Parent’s Subsidiaries (other than BA and BA’s Subsidiaries except to the extent expressly permitted by Section 8.6 and Section 8.8) to Holdings to the extent such Subsidiaries are permitted to make such Investments in, or Restricted Payments to, Holdings hereunder)) other than the ownership of shares of Capital Stock of BA, CA, Bidco and its other Subsidiaries and any activities incidental to its ownership of such Capital Stock, the business or activities described in the foregoing clauses (da) create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for Liens created pursuant to the Security Documents and Liens permitted under Section 8.3 imposed by any Requirement of Law and through (e) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutioni), or Dispose ofincluding without limitation providing indemnification of officers, all or substantially all of its property or businessdirectors, shareholders and employees.