Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Holdings shall not: 298. incur any Indebtedness for borrowed money other than (i) Indebtedness in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower or any Restricted Subsidiary that are otherwise permitted hereunder; 299. create or suffer to exist any Lien on any property or asset now owned or hereafter acquired other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreement); 300. engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Borrower and any subsidiary of the Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from -143- the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) activities incidental to any of the foregoing; or

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: 298. incur not (a) incur, directly or indirectly, any Indebtedness for borrowed money or any other obligation or liability whatsoever other than the Indebtedness and obligations permitted to be incurred by Holdings under Section 6.1 (i) including, without limitation, Indebtedness in connection with and obligations owing to Company, Indebtedness and obligations under the TransactionsRelated Agreements, (ii) Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the type permitted under Sections 6.01(aClosing Date), (oobligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and (z6.5(m) and any Refinancing Indebtedness in respect thereof pre-Merger liabilities of Holdings which remain liabilities of Holdings after the Closing Date as a matter of law; (including any Guarantees thereofb) and (iii) Indebtedness that is not guaranteed by the Borrower or any Restricted Subsidiary that are otherwise permitted hereunder; 299. create or suffer to exist any Lien on upon any property or asset assets now owned or hereafter acquired by it other than the Liens securing Indebtedness of created under the type Collateral Documents to which it is a party or permitted under Sections 6.01(a), pursuant to Section 6.2; (o), (xc) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreement); 300. engage in any business or activity or own any material assets other than (i) directly or indirectly holding 100% of the Capital Stock of the Borrower and any subsidiary of the BorrowerCompany, (ii) performing its obligations and activities incidental thereto under the Loan Documents Credit Documents, and other Indebtednessto the extent not inconsistent therewith, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; Related Agreements (iii) issuing performing its own Capital Stock (including, obligations under Permitted Seller Notes and Earn-Out Obligations and for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital StockTaxes and administrative costs and expenses as contemplated by Sections 6.5(l) and 6.5(m); and (iv) filing Tax reports making Restricted Junior Payments and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from -143- the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness extent permitted to be incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiid) complying consolidate with applicable Requirements or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of Law (including with respect any Capital Stock of any of its Subsidiaries except to the maintenance of its existence)extent permitted by Section 6.9; (xiiif) making create or acquire any Subsidiary or make or own any Investment in any Person other than Company and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, other than as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h6.7(g); or (xvg) making Investments directly or indirectly in the Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies fail to hold itself out to the Capital Stock of Holdings)), public as a legal entity separate and (xvi) activities incidental to any of the foregoing; ordistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: 298. incur not (a) incur, directly or indirectly, any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and the Term Loan FacilitySenior Notes or otherwise in connection with the Transactions, Transactions and (ii) Guarantees of Indebtedness of the type permitted under Sections 6.01(a), (o) Borrowers and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower or any Restricted Subsidiary that are otherwise their Subsidiaries permitted hereunder; 299. (b) create or suffer to exist any Lien on upon any property or asset assets now owned or hereafter acquired by it other than the Liens securing created under the Collateral Documents or, subject to the Intercreditor Agreement, the Term Loan FacilitySenior Secured Notes, in each case, to which it is a party or any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 or Liens of the type permitted under Sections 6.01(a), Section 6.02 (o), (x) and (z) and any Refinancing Indebtedness other than in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreementof debt for borrowed money); 300. (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding 100.0% of the Capital Stock of the Borrower and Agent and, indirectly, any subsidiary of the Borrowerother subsidiary, (ii) performing its obligations under the Loan Documents and the Term Loan FacilitySenior Secured Notes and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurredhereunder, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (includingStock, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax tax reports and paying Taxes and other customary obligations taxes in the ordinary course (and contesting any Taxestaxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational corporate records and other organizational corporate activities required to maintain its separate organizational corporate structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions[reserved]; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions Restricted Payments or dividends received from, Investments made by the Borrowers and their Subsidiaries or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital ofto, or proceeds from -143- the issuance of, issuances of Capital Stock or debt securities ofof Holdings, Holdings or any Parent Company in each case, pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred in a manner not prohibited by it hereunderthis Agreement; (ixx) providing indemnification for its officers, directors, directors or members of management, employees and advisors or consultants; (xxi) participating in tax, accounting and other administrative matters; (xixii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any documentthe other documents, agreement and/or Investment agreements and Investments contemplated by the Transactions and (xiii) activities incidental to the foregoing; (d) consolidate with or otherwise merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not prohibited Holdings, (A) the successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the United States, any state thereof or the District of Columbia and (C) the Borrower Agent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (xiie) complying with applicable Requirements of Law (including with respect fail to hold itself out to the maintenance of its existence); (xiii) making public as a legal entity separate and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and distinct from all other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) activities incidental to any of the foregoing; orPersons.

Permitted Activities of Holdings. Holdings shall not: 298. not (a) incur any Indebtedness for borrowed money other than (i) the Guarantees of Indebtedness in connection with under the Transactions, Loan Documents or any Second Lien Facility and (ii) Guarantees of Indebtedness of the type permitted under Sections 6.01(a), (o) Borrowers and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower or any Restricted Subsidiary that are otherwise their respective Subsidiaries permitted hereunder; 299. (b) create or suffer to exist any Lien on upon any property or asset assets now owned or hereafter acquired by it other than (i) the Liens securing created under the Collateral Documents and, subject to the Intercreditor Agreement, the collateral documents relating to any Second Lien Facility to which it is a party, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis (it being understood that any Permitted Liens secured on a junior basis shall be pari passu with the Second Lien Facility (to the extent any such Second Lien Facility is subordinated in right of security on the same basis as the Second Lien Facility in effect on the Closing Date) or junior thereto) with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iii) Liens of the type permitted under Sections 6.01(a), Section 6.02 (o), (x) and (z) and any Refinancing Indebtedness other than in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreementof debt for borrowed money); 300. (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Borrower and Borrowers and, indirectly, any other subsidiary of the Borrower, Borrowers; (ii) performing its obligations under the Loan Documents Documents, any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactionsan IPO and/or any transaction in connection therewith; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends Restricted Payments received from, or permitted Investments made by the Borrowers and their respective Subsidiaries or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from -143- the issuance of of, Capital Stock or debt securities ofof Holdings, Holdings or any Parent Company in each case, to the extent expressly permitted hereunder and only to the extent pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunderthereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of performing its obligations under any documentthe Sponsor Management Agreement, agreement and/or Investment the Acquisition Agreement and the other documents and agreements, Investments contemplated by the 144 Transactions and transactions with respect to Holdings that are otherwise specifically permitted or otherwise not prohibited under this Agreementexpressly contemplated by Article 6; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) performing activities incidental to any of the foregoing; oror (d) consolidate or amalgamate with, or merge with or into, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may merge or consolidate or amalgamate with or into any other Person (other than the Borrowers and any of their respective Subsidiaries except as provided below) so long as Holdings shall be the continuing or surviving Person.

Permitted Activities of Holdings. Holdings shall not: 298. (a) incur any Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, or otherwise in connection with the Transactions, (ii) Indebtedness of the type -196- #96942867v160458181 #96942867v1 permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereofSection 6.01(o) and (iii) Guarantees of Indebtedness that is not guaranteed by or other obligations of the Borrower or Borrowers and/or any Restricted Subsidiary that are otherwise permitted hereunder; 299. (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens securing created or permitted under the Collateral Documents, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Sections 6.01(a), Section 6.02 (o), (x) and (z) and any Refinancing Indebtedness other than in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreementof debt for borrowed money); 300. (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Borrower and Lead Borrower, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions[reserved]); (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from -143- the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof or payment of dividends and (B) the proceeds of Indebtedness permitted to be incurred by it hereunderSection 6.01; (ixx) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xxi) participating in tax, accounting and other administrative mattersmatters as a member of a consolidated group in which both Holdings and the Lead Borrower are members, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (xixii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions Transactions, the transactions contemplated by this Agreement, or otherwise not prohibited under this Agreement; (xiixiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiiixiv) making and holding intercompany loans to Holdings, the Borrower Borrowers and/or the Restricted Subsidiaries of the BorrowerBorrowers, as applicable; (xivxv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) activities incidental to any of the foregoing; oror (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrowers and any of their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings, (x) the successor Person expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (A) and (B) Holdings may convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the -197- #96942867v160458181 #96942867v1