Common use of Holding Company Clause in Contracts

Holding Company. In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivi) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to thereto; (vii) the Loan Documents performing of activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), ) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingLux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivi) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to thereto; (vii) the Loan Documents performing of activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), ) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingLux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries in an amount not to exceed $10,000,000 outstanding at any one time or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)[reserved]; or (iv) permit performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingBorrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or prevent Holdings from participating pledged in a Consolidating Mergerfavor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Loan Document or Term Loan Document and other than Permitted Refinancing of the foregoing the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a incurred hereunder by any Restricted Subsidiary that is and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Parent Borrower and the Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingParent Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating Merger.Guarantees permitted above and liabilities imposed by Law, including Tax liabilities). 158

Holding Company. In the case of Holdings, (ia) Holdings and any Intermediate Parent will not conduct, transact or otherwise engage in any business or operations other than those incidental to its (i) the ownership and/or acquisition of the Equity Interests of the Borrower and the performance of the Loan Documentsany Intermediate Parent, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (iii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of CWH, Holdings and the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the Loan Documents, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or any other Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreement contemplated by Section 6.08(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) holding any cash (but not incurring fees, costs and expenses relating to overhead and general operating any property)including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing usual and customary indemnification to officers, managers officers and directors, (viii) activities in connection with or incidental to the consummation of the Transactions and the IPO Transactions, including any activities in connection with or incidental to compliance the Tax Receivable Agreement, the Holdings LLC Agreement or any other agreement entered into in connection with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relationsthe IPO Transactions, shareholder meetings and reports to shareholders or debtholders and (ix) any holding the proceeds of capital raises (whether debt or equity) not prohibited by the Loan Documents, (x) activities and contractual rights incidental to the maintenance and administration of stock plans, (xi) guaranteeing obligations under leases of the Borrower and its Subsidiaries and (xii) activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit businesses or prevent Holdings from participating activities described in a Consolidating Mergerclauses (i) to (xi) of this paragraph.

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt, (i) incur any Indebtedness (other than pursuant New Term Facility or any New Revolving Facility), the Second Lien Facility Documentation, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the 162 performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to the Loan Documents and the Term Loan Documentsthereto, (iiiviii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees; and (ixxii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingBorrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated pursuant to the terms of Intercompany Subordination Agreement (or prevent Holdings from participating pledged in a Consolidating Mergerfavor of the Collateral Agent, as applicable) or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of HoldingsHoldings shall not, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and Borrower, the performance of the Loan Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party or, in each case, activities expressly permitted hereunder and thereunder and the consummation of the Transaction, (iii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document the Second Lien Facility Documentation and other than Guarantees Guaranteesguarantees or security of Junior FinancingsIndebtedness permitted to be Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document Document, the Second Lien Facility Documentation, any indenture, instrument or Term Loan Document agreement governing Additional Permitted Obligations, Second Lien Incremental Indebtedness, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of any of the foregoing, or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 7.14 shall prevent Holdings from (ia) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iib) the performance of its obligations with respect to the Loan Documents Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party, the Merger Agreement and the Term Loan Documentsother agreements contemplated thereby, (iiic) the performance of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity InterestsStock), (ivd) payment of dividends, making contributions to the capital of the BorrowerBorrower and the receipt of Restricted Payments permitted under Section 7.06 or capital contributions in respect of its Equity Interests, (ve) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including, without limitation, compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (vif) holding any cash (but not operating any property), (viig) providing indemnification to officers, managers and directors, (viiih) entry into and enforcement of (A) contracts and agreements with officers, directors and employees of it or any activities incidental Subsidiary thereof or any Parent Holding Company relating to compliance their employment or directorships, (B) insurance policies and related contracts and agreements, and (C) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (i) offering, issuing, selling and repurchasing or redeeming any dividends or distributions on its equity securities, (j) filing registration statements, and complying with applicable reporting and other obligations, under federal, state or other securities laws, (k) listing its equity securities and complying with applicable reporting and other obligations in connection therewith, (l) arranging the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (m) performing its obligations under and complying with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the provisions activities of its Subsidiaries, (n) incur and pay its operating and business expenses and any taxes for which it may be liable, (o) make loans or other Investments in, or incur of Indebtedness from, its Subsidiaries as and to the Securities Act of 1933extent not prohibited by this Agreement, as amended and (p) merge or consolidate into any Parent Holding Company or any Holdings Permitted Subsidiary; provided that, if Holdings is not the Exchange Act of 1934surviving entity, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each casesuch Parent Holding Company or Holdings Permitted Subsidiary, as applicable to companies with listed equity undertakes the obligations of Holdings under the Loan Documents, (q) own directly or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders indirectly the Equity Interests of any Holdings Permitted Subsidiary and (ixr) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.. 187 Syniverse Credit Agreement

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur the Existing First Lien Credit Agreement, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant activities relating to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Permitted Reorganization; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be Incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Sky Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Loan Documents Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the Term Loan Documents, (iii) performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivx) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (xi) the Borrower, (vi) holding of any cash and Cash Equivalents or property (but not operating any property); (xii) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.amalgamating or

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Facility), (i) incur the First Lien Facilities Documentation, any Indebtedness (other than pursuant Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its 136 Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to the Loan Documents and the Term Loan Documentsthereto, (iiiviii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees; and (ixxii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingBorrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein the First Lien Facilities Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated pursuant to the terms of Intercompany Subordination Agreement (or prevent Holdings from participating pledged in a Consolidating Mergerfavor of the Collateral Agent, as applicable) or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Parent Borrower and the Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingParent Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (iiii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to 140 incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to its operations; provided that the following shall be permitted in any event: (i) the ownership of the Equity Interests Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not a Borrower or a Subsidiary of a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility or any New Revolving Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 6.20 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Parent Borrower or any of the Restricted Subsidiaries (including, for the avoidance of doubt, Indebtedness permitted to be incurred pursuant to Section 7.01) and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters, including compliance with applicable Laws and legal, tax and accounting matters as a member related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees; and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated pursuant to the foregoingterms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, nothing herein shall prohibit as applicable) or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Parent Borrower and the Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Facility), (i) incur the First Lien Facilities Documentation, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Borrowers or any of the Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingParent Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, nothing herein the First Lien Facilities Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Dutch Borrower and activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Permitted Additional Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.14 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction and the Reorganization Transaction; or (iv) permit the Borrower payment of dividends and distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is not wholly owned incurred hereunder by Holdings. Nothing in this Section 7.15 shall prevent Holdings from the Dutch Borrower or any of the Restricted Subsidiaries; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivi) the performance performing of its obligations with respect to the Loan Documents Purchase Agreement and the Term Loan Documents, other agreements contemplated thereby; (iiivii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified US-DOCS\90330440.2103232196.9 Equity Interests), ) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Dutch Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingDutch Borrower (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted by clause (iv) above).

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Dutch Borrower and activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Permitted Additional Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.14 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction and the Reorganization Transaction; or (iv) permit the Borrower payment of dividends and distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is not wholly owned incurred hereunder by Holdings. Nothing in this Section 7.15 shall prevent Holdings from the Dutch Borrower or any of the Restricted Subsidiaries; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivi) the performance performing of its obligations with respect to the Loan Documents Purchase Agreement and the Term Loan Documents, other agreements contemplated thereby; (iiivii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), ) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Dutch Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingDutch Borrower (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted by clause (iv) above).

Holding Company. In With respect to Parent (but not the case of HoldingsCredit Parties), carry on any business, own any assets or incur any liabilities except for: (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (ia) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters activities as a member the parent of the consolidated group of Holdings companies (including the Credit Parties) and provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries; (b) ownership of (A) Equity Interests in the Borrower, (vi) holding any cash Borrower (but not operating any propertyonly if those Equity Interests are subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties), (viiB) providing indemnification Equity Interest in other Subsidiaries of Parent (including activities relating to officers, managers the formation and directorscapitalization of such subsidiaries), (viiiC) any activities incidental cash and Cash Equivalents to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders be used for administrative purposes and (ixD) any activities certain other nominal assets incidental to the foregoingbusiness or activities described in this clause (b); (c) the maintenance of its corporate existence; (d) the execution and delivery of the Fundamental Documents and the “Fundamental Documents” referenced in each of the Seer P&A Facility Credit Agreement and the Subordinated Loan Agreement to which it is a party and the performance of its obligations thereunder; (e) activities reasonably incidental to the businesses and activities described in the foregoing clauses (a) through (d), (f) holding the Parent Retained Equity until payment of the Parent Equity to Non-Extending Preferred Holders and/or payment of any applicable consent fee to consenting holders of the Parent Preferred, so long as the consent fee to any such consenting holder shall not exceed the amount of the liquidation value of the Parent Preferred held by such holder (the “Parent Preferred Consent Fees”); provided thatthat (1) such Parent Retained Equity shall be subject to the security arrangements and the covenants and agreements required by Amendment No. 4 and (2) that such payment to the Non-Extending Preferred Holders or payments of Parent Preferred Consent Fees may not be made to the extent that any Default or Event of Default is continuing at such time or would result therefrom, notwithstanding and (g) any other activities consented to by the foregoingAdministrative Agent in writing in its sole discretion; and (ii) (a) any liabilities under the Fundamental Documents to which it is a party and under the “Fundamental Documents” referenced in each of the Seer P&A Facility Credit Agreement and the Subordinated Loan Agreement to which it is a party, nothing herein shall prohibit or prevent Holdings from participating (b) any non-recourse pledge of its Equity Interests in any other Subsidiary and (c) professional fees and administration costs incurred in the ordinary course of business as a Consolidating Mergerholding company.

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt, (i) incur any Indebtedness (other than pursuant New Term Facility or any New Revolving Facility), the Notes Indenture, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to the Loan Documents and the Term Loan Documentsthereto, (iiiviii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type 227 of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees; and (ixxii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingBorrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein the Notes Indenture, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated pursuant to the terms of Intercompany Subordination Agreement (or prevent Holdings from participating pledged in a Consolidating Mergerfavor of the Collateral Agent, as applicable) or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities). Section7.010. Restriction on IP Rights. Permit any Unrestricted Subsidiary to own or exclusively license any IP Rights of the Borrower or any of its Restricted Subsidiaries, other than IP Rights that are not material to the operation of the businesses of Holdings, the Borrower or any of its Restricted Subsidiaries.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Loan Documents, (i) incur the ABL Loan Documents, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant activities relating to any Loan Document Permitted Reorganization, a Qualified IPO or Term Loan Document or non-consensual Liens arising solely by operation of law)a Permitted IPO Reorganization; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be Incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Loan Documents Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the Term Loan Documents, (iii) performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivx) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (xi) the Borrower, (vi) holding of any cash and Cash Equivalents or property (but not operating any property); (xii) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, (viii) amalgamating or consolidating with or into any activities incidental to Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders Transactions and (ixxvi) any activities incidental to the foregoing; provided that. Holdings shall not Incur any Indebtedness (other than in respect of Disqualified Stock, notwithstanding the foregoingQualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Mergerincluding Tax liabilities).

Holding Company. In the case of HoldingsHoldings shall not, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and Borrower, the performance of the Loan Documents, any indenture, instrument or agreement governing 155 Syniverse Credit Agreement Indebtedness Incurred pursuant to Section 7.03 by any Loan Party or, in each case, activities expressly permitted hereunder and thereunder and the consummation of the Transaction, (iii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior FinancingsIndebtedness permitted to be Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document Document, any indenture, instrument or Term Loan Document agreement governing Additional Permitted Obligations, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of the foregoing, or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 7.14 shall prevent Holdings from (ia) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iib) the performance of its obligations with respect to the Loan Documents Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party, the Merger Agreement and the Term Loan Documentsother agreements contemplated thereby, (iiic) the performance of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity InterestsStock), (ivd) payment of dividends, making contributions to the capital of the BorrowerBorrower and the receipt of Restricted Payments permitted under Section 7.06 or capital contributions in respect of its Equity Interests, (ve) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including, without limitation, compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees (vif) holding any cash (but not operating any property), (viig) providing indemnification to officers, managers and directors, (viiih) entry into and enforcement of (A) contracts and agreements with officers, directors and employees of it or any activities incidental Subsidiary thereof or any Parent Holding Company relating to compliance their employment or directorships, (B) insurance policies and related contracts and agreements, and (C) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (i) offering, issuing, selling and repurchasing or redeeming any dividends or distributions on its equity securities, (j) filing registration statements, and complying with applicable reporting and other obligations, under federal, state or other securities laws, (k) listing its equity securities and complying with applicable reporting and other obligations in connection therewith, (l) arranging the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (m) performing its obligations under and complying with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the provisions activities of its Subsidiaries, (n) incur and pay its operating and business expenses and any taxes for which it may be liable, (o) make loans or other Investments in, or incur of Indebtedness from, its Subsidiaries as and to the Securities Act of 1933extent not prohibited by this Agreement, as amended and (p) merge or consolidate into any Parent Holding Company or any Holdings Permitted Subsidiary; provided that, if Holdings is not the Exchange Act of 1934surviving entity, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each casesuch Parent Holding Company or Holdings Permitted Subsidiary, as applicable to companies with listed equity undertakes the obligations of Holdings under the Loan Documents, (q) own directly or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders indirectly the Equity Interests of any Holdings Permitted Subsidiary and (ixr) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.

Holding Company. In With respect to Parent (but not the case of HoldingsCredit Parties), carry on any business, own any assets or incur any liabilities except for: (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (ia) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters activities as a member the parent of the consolidated group of Holdings companies (including the Credit Parties) and provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries; (b) ownership of (A) Equity Interests in the Borrower, (vi) holding any cash Borrower (but not operating any propertyonly if those Equity Interests are subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties), (viiB) providing indemnification Equity Interests in other Subsidiaries of Parent (including activities relating to officers, managers the formation and directorscapitalization of such subsidiaries), (viiiC) any activities incidental cash and Cash Equivalents to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders be used for administrative purposes and (ixD) any activities certain other nominal assets incidental to the foregoingbusiness or activities described in this clause (b); (c) the maintenance of its corporate existence; (d) the execution and delivery of the Fundamental Documents and Senior Loan Documents to which it is a party and the performance of its obligations thereunder; (e) activities reasonably incidental to the businesses and activities described in the foregoing clauses (a) through (d), (f) holding the Parent Retained Equity until payment of the Parent Equity to Non-Extending Preferred Holders and/or payment of any applicable consent fee to consenting holders of the Parent Preferred, so long as the consent fee to any such consenting holder shall not exceed the amount of the liquidation value of the Parent Preferred held by such holder (the “Parent Preferred Consent Fees”); provided thatthat (1) such Parent Retained Equity shall be subject to the security arrangements and the covenants and agreements required by Amendment No. 2 and (2) that such payment to the Non-Extending Preferred Holders or payments of Parent Preferred Consent Fees may not be made to the extent that any Default or Event of Default is continuing at such time or would result therefrom, notwithstanding and (g) any other activities consented to by the foregoingAdministrative Agent in writing in its sole discretion; and (ii) (a) any liabilities under the Fundamental Documents and Senior Loan Documents to which it is a party, nothing herein shall prohibit or prevent Holdings from participating (b) any non-recourse pledge of its Equity Interests in any other Subsidiary and (c) professional fees and administration costs incurred in the ordinary course of business as a Consolidating Mergerholding company.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Borrowers and the Subsidiaries and any Subsidiary of Holdings; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the entry into any acquisition agreement and the other agreements contemplated thereby and the performance of its obligations with respect to the Loan Documents and the Term Loan Documentsthereto, (iiiviii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the BorrowerBorrowers, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding the foregoingincur, nothing herein assume or suffer to exist any Lien on any Capital Stock of any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental NotesEquivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivi) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to thereto; (vii) the Loan Documents performing of activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), ) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingLux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries in an amount not to exceed $10,000,000 outstanding at any one time or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of HoldingsHoldings shall not, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and Borrower, the performance of the Loan Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party or, in each case, activities expressly permitted hereunder and thereunder and the consummation of the 2012 Transaction, (iii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document First Lien Facilities Documentation and other than Guarantees guarantees or security of Junior FinancingsIndebtedness permitted to be Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document Document, First Lien Facilities Documentation, any indenture, instrument or Term Loan Document agreement governing Additional Permitted Obligations, First Lien Incremental Indebtedness, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of any of the foregoing, or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 7.14 shall prevent Holdings from (ia) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iib) the performance of its obligations with respect to the Loan Documents Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party, the Merger Agreement and the Term Loan Documentsother agreements contemplated thereby, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.143 Syniverse Second Lien Credit Agreement

Holding Company. In Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the case Indebtedness and obligations under this Agreement, the other Loan Documents, the Replacement Term Loan Facility Documents or Indebtedness permitted under Section 7.03(v) and, in each case, the credit documents related thereto (other than nonconsensual obligations imposed by operation of Holdingslaw); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Security Documents to which it is a party or permitted pursuant to Section 7.01; (ic) conduct, transact or otherwise engage in any business or operations activity or own any assets other than those incidental to its ownership (i) holding 100% of the Equity Interests of the Borrower Borrower, (ii) performing its obligations and the performance of activities incidental thereto under the Loan Documents, (i) incur any Indebtedness (other than pursuant and to any Loan Document or the extent not inconsistent therewith, prior to the Funding Date, the Existing Revolving Credit Agreement and the Existing Term Loan Document Agreement and, on and other than Guarantees of Junior Financings)after the Funding Date, this Agreement, the Loan Documents, the Replacement Term Loan Facility Documents and the credit documents related thereto, (iii) create, incur, assume or suffer performing its obligations and activities incidental to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely transactions contemplated by operation of law)the applicable Restructuring Documentation; or (iv) permit making Restricted Payments and Investments to the Borrower extent permitted by this Agreement, (v) incurring and holding any Indebtedness permitted pursuant to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance7.03(b), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interestsc), (iv) payment of dividends, making contributions to the capital of the Borrowerd), (vh)(x), (i), (l) or (o), (vi) participating in tax, accounting and other administrative matters activities as a member part of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), and (vii) providing indemnification issuing and selling Equity Interests, and repurchasing such interests, to officersthe extent neither the issuance thereof nor the investment therein is otherwise prohibited by the terms of this Agreement, managers and directorsreceiving equity contributions in respect thereof (and subsequently contributing such equity contributions to the Borrower), and (viii) engaging in the SuperHoldings Formation Transaction if it elects to do so and the Holdings Merger to the extent permitted by Section 7.04(e); (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any activities incidental Person other than pursuant to the SuperHoldings Formation Transaction and the Holdings Merger to the extent permitted by Section 7.04(e); (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries (except for any sale of Equity Interests of any of its Subsidiaries in compliance with the provisions of Sections 7.04 or 7.05); (f) create or acquire any direct Subsidiary or make or own any Investment in any Person other than the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable Borrower; or (g) fail to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental hold itself out to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings public as a legal entity separate and distinct from participating in a Consolidating Mergerall other Persons.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees the ownership and/or acquisition of Junior Financings)the Stock of the Lead Borrower, (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (iii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lead Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Other Indebtedness or Refinancing Permitted Other Indebtedness, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Stock for sale or resale not prohibited by Article 10, including the costs, fees and expenses related thereto, (vi) the making of any dividend or the holding of any cash received in connection with dividends made by the Lead Borrower in accordance with Section 10.5 pending application thereof, (but not vii) incurring fees, costs and expenses relating to overhead and general operating any property)including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers, managers officers and directorsdirectors and as otherwise permitted hereunder, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided thatconsummation of the Transactions, notwithstanding (ix) financing activities, including the foregoingissuance of securities, nothing herein shall prohibit incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and (x) activities incidental to the businesses or prevent Holdings from participating activities described in a Consolidating Mergerclauses (i) to (ix) of this Section 10.7.

Holding Company. In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations activity other than those incidental to (a) transactions contemplated by the Loan Documents or the provision of administrative, legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (b) the ownership of the Equity Interests of the Borrower and the exercise of rights and performance of obligations in connection therewith, (c) the entry into, and exercise of rights and performance of obligations in respect of (i) this Agreement and any other Loan Document to which it is a party; any other agreement to which it is a party on the date hereof; and any guarantee of Indebtedness or other obligations of the Borrower or any of its Subsidiaries permitted pursuant to the Loan Documents; in each case as amended, supplemented, waived or otherwise modified from time to time, and any refinancings, refundings, renewals or extensions thereof, (ii) contracts and agreements with officers, directors and employees of it or the Borrower or any Subsidiary thereof relating to their employment or directorships, (iii) insurance policies and related contracts and agreements, and (iv) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities (or securities convertible into its equity securities) or any offering, issuance or sale thereof, (d) the offering, issuance, sale and repurchase or redemption of, and dividends, interest or other distributions (x) on its equity securities and (y) the PIK Notes, (e) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (f) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (g) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (h) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable Law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of the Borrower or its Subsidiaries, (i) incur the incurrence and payment of its operating and business expenses and any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings)taxes for which it may be liable, (iiij) createmaking loans to or other Investments in, incuror incurrence of Indebtedness to, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant or its Subsidiaries as and to any Loan Document or Term Loan Document or non-consensual Liens arising solely the extent permitted by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)Agreement, (iik) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental related to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Mergerand (l) maintaining its corporate existence.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the First Lien Loan Documents, (i) incur the ABL Loan Documents, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant activities relating to any Loan Document Permitted Reorganization, a Qualified IPO or Term Loan Document or non-consensual Liens arising solely by operation of law)a Permitted IPO Reorganization; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be Incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Loan Documents Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the Term Loan Documents, (iii) performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivx) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (xi) the Borrower, (vi) holding of any cash and Cash Equivalents or property (but not operating any property); (xii) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees, (viiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, amalgamating or consolidating with or into any activities incidental to Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders Transactions and (ixxvi) any activities incidental to the foregoing; provided that. Holdings shall not Incur any Indebtedness (other than in respect of Disqualified Stock, notwithstanding the foregoingQualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.including Tax liabilities). 165

Holding Company. In the case of Holdings, (ia) Holdings and any Intermediate Parent will not conduct, transact or otherwise engage in any business or operations other than those incidental to its (i) the ownership and/or acquisition of the Equity Interests of the Borrower and the performance of the Loan Documentsany Intermediate Parent, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (iii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the Loan Documents, the Holdings Series B Notes, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or any other Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreement contemplated by Section 6.09(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) holding any cash (but not incurring fees, costs and expenses relating to overhead and general operating any property)including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing usual and customary indemnification to officers, managers officers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided thatconsummation of the Transactions, notwithstanding (ix) holding the foregoingproceeds of capital raises (whether debt or equity) not prohibited by the Loan Documents, nothing herein shall prohibit (x) activities and contractual rights incidental to the maintenance and administration of stock plans, (xi) guaranteeing obligations under leases of the Borrower and its Subsidiaries and (xii) activities incidental to the businesses or prevent Holdings from participating activities described in a Consolidating Mergerclauses (i) to (xi) of this paragraph.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of any Subsidiary and activities incidental thereto; (ii) the Borrower entry into, and the performance of its obligations with respect to the Loan Documents (including any Revolving Credit Commitment Increase), the First Lien Loan Documents (including any Refinancing Notes, any New Incremental Notes, any Incremental Equivalent Debt any Permitted Debt Exchange Notes (each as defined in and as permitted by, the First Lien Loan Documents and any Permitted Refinancing thereof)), the Second Lien Loan Documents, (i) incur any Indebtedness (other than pursuant Junior Financing Document, any Incremental Equivalent Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant activities relating to any Loan Document Permitted Reorganization, a Qualified IPO or Term Loan Document or non-consensual Liens arising solely by operation of law)a Permitted IPO Reorganization; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be Incurred hereunder by a Subsidiary that is Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Loan Documents Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the Term Loan Documents, (iii) performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivx) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (xi) the Borrower, (vi) holding of any cash and Cash Equivalents or property (but not operating any property); (xii) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, (viii) amalgamating or consolidating with or into any activities incidental to Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders Transactions and (ixxvi) any activities incidental to the foregoing; provided that. Holdings shall not Incur any Indebtedness (other than in respect of Disqualified Stock, notwithstanding the foregoingQualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.including Tax liabilities). 208

Holding Company. In the case of Holdings, (i) shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect to thereto; (viii) the Loan Documents performing of activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees; and (ixxii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingBorrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, nothing herein non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not a Borrower or a Subsidiary of a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit performing of activities (including without limitation, cash management activities) and the Borrower entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Parent Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the BorrowerBorrowers, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding the foregoingincur, nothing herein assume or suffer to exist any Lien on any Capital Stock of any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) conducthold any material assets, transact or otherwise become liable for any material obligations, engage in any trade or business, or conduct any business or operations activity, other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal corporate existence (including the ability to incur fees, costs and expenses relating to such maintenance)in compliance with applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations with respect to the Loan Documents thereunder (and the Term Loan Documents, (iii) any public offering acknowledgment of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Intereststhe Junior Lien Intercreditor Agreement), (ivx) payment the incurrence of dividendsIndebtedness that is permitted to be incurred by the Borrower under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Borrower (and Borrower becomes the primary obligor thereon) and not retained by Holdings, making contributions (xi) the ownership of the Equity Interests of Borrower and (xii) activities incidental thereto. In addition, Holdings shall not consummate a Delaware LLC Division, unless each Delaware Divided LLC formed thereby executes and delivers to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings Administrative Agent joinders to this Agreement and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers Security Agreement in form and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental substance reasonably satisfactory to the foregoing; provided thatAdministrative Agent, notwithstanding pursuant to which it becomes a Guarantor under Article X hereunder, a Pledgor under the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating MergerSecurity Agreement and agrees to be bound by this Section 7.15.

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Parent Borrower and the Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur the Second Lien Facility Documentation, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transactions; or (iv) permit the Borrower performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be a Subsidiary that is incurred hereunder by the Borrowers or any of the Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance performing of its obligations with respect to the Loan Documents activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivviii) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders employees and (ixxi) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Capital Stock of the foregoingParent Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, nothing herein the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall prohibit not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or prevent Holdings from participating in a Consolidating MergerGuarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In Conduct, transact or otherwise engage in any material business or operations; provided that the case of Holdings, following shall be permitted in any event: (i) Holdings’ ownership of the Equity Interests of the Borrowers, and any Subsidiary of Holdings (that is not a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operations other than those operation, and, in each case, and activities incidental to its ownership of thereto; (ii) the Equity Interests of the Borrower entry into, and the performance of its obligations with respect to the Loan DocumentsDocuments (including any Specified Refinancing Debt or any New Term Facility), (i) incur the Second Lien Facility Documentation, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, the Junior Financing Documentation, any Permitted Ratio Debt documentation, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.13 and other than the Guarantees of Junior Financings), permitted by clause (iv) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests the consummation of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law)Transaction; or (iv) permit performing of activities (including, without limitation, cash management activities) and the Borrower entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness and other obligations permitted to be a Subsidiary that is not wholly owned incurred hereunder by Holdings. Nothing in this Section 7.15 shall prevent Holdings from the Borrowers or any of the Restricted Subsidiaries; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performing of its obligations with respect to the Acquisition Agreement and the other agreements contemplated thereby and the performance of its obligations with respect to thereto; (viii) the Loan Documents performing of activities in preparation for and the Term Loan Documents, (iii) consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), ) including converting into another type of legal entity; (ivix) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of any applicable consolidated group, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (x) the consolidated group holding of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees; (xii) the performance of management and administrative services on behalf of, (viii) any activities incidental to compliance with or for the provisions of the Securities Act of 1933benefit of, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders its Subsidiaries; and (ixxiii) any activities incidental to the foregoing; provided that. Holdings shall not create, notwithstanding incur, assume or suffer to exist any Lien on any Equity Interests of the foregoingBorrowers (other than Liens pursuant to any Loan Document, nothing herein the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall prohibit not incur any Indebtedness (other than in respect of Indebtedness permitted under Section 7.02(n), Disqualified Equity Interests, Qualified Holding Company Indebtedness, or prevent Holdings from participating in a Consolidating MergerGuarantees permitted by clauses (ii) and (v) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. In the case of Holdings, (i) Holdings shall not conduct, transact or otherwise engage in any material business or operations other than those incidental to operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests Capital Stock of the Borrower Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Loan Documents, (i) incur the ABL Loan Documents, any Indebtedness (other than pursuant Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Loan Document Permitted Refinancing of the foregoing or Term Loan Document documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and other than the Guarantees of Junior Financings), permitted by clause (v) below; (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant activities relating to any Loan Document Permitted Reorganization, a Qualified IPO or Term Loan Document or non-consensual Liens arising solely by operation of law)a Permitted IPO Reorganization; or (iv) permit the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be Incurred hereunder by the Borrower to be a Subsidiary that is or any of the Restricted Subsidiaries and the Guarantees of other obligations not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from constituting Indebtedness; (ivi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iivii) the performance entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Loan Documents Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the Term Loan Documents, (iii) performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests Capital Stock (other than Disqualified Equity Interests), Stock) including converting into another type of legal entity; (ivx) payment of dividends, making contributions to the capital of the Borrower, (v) participating participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (xi) the Borrower, (vi) holding of any cash and Cash Equivalents or property (but not operating any property); (xii) the entry into and performance of its obligations with respect to contracts and other arrangements, (vii) including the providing of indemnification to officers, managers managers, directors and directorsemployees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, (viii) amalgamating or consolidating with or into any activities incidental to Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders Transactions and (ixxvi) any activities incidental to the foregoing; provided that. Holdings shall not Incur any Indebtedness (other than in respect of Disqualified Stock, notwithstanding the foregoingQualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.including Tax liabilities). 174

Holding Company. In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, (iii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings. Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and the Term Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) payment of dividends, making contributions to the capital of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger.. ​ 155 ​ US\OMARAR\2185v1621.23 9947677.1410 ​