Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any assets or property 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 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations (i) under this Agreementthe Credit Documents, (ii) under the other the Term Loan Documents and the Senior Notes Documents(iii) permitted by Section 6.1(m); (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the Borrower, Company; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes Term Loan Documents; and (iii) making Restricted Junior Payments to the extent permitted by Section 6.5 of this Agreement and Section 6.5 of the Term Loan Facility; (iv) making Investments to the extent permitted by Section 6.7 of this AgreementAgreement and Section 6.7 of the Term Loan Facility; (v) issuances of its Capital Stock; (vi) conducting activities arising by virtue of its status as a public company, including without limitation, compliance with its reporting obligations and other requirements applicable to public companies; and (vii) retaining Cash in a deposit account subject to a Blocked Account Agreement in the amount of any Restricted Payments received from the Company pursuant to Section 6.5(d)(i); (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations (i) under this Agreementthe Credit Documents, (ii) under the other Loan Revolving Credit Documents and the Senior Notes Documents(iii) permitted by Section 6.1(m); (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the Borrower, Company; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes Revolving Credit Documents; and (iii) making Restricted Junior Payments to the extent permitted by Section 6.5 of this Agreement and Section 6.5 of the Revolving Credit Facility; (iv) making Investments to the extent permitted by Section 6.7 of this AgreementAgreement and Section 6.7 of the Revolving Credit Facility; (v) issuances of its Capital Stock; (vi) conducting activities arising by virtue of its status as a public company, including without limitation, compliance with its reporting obligations and other requirements applicable to public companies; and (vii) retaining Cash in a deposit account subject to a Blocked Account Agreement in the amount of any Restricted Payments received from the Company pursuant to Section 6.5(d)(i); (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Plan of Reorganization, this Agreement, the other Loan Credit Documents and the Senior Notes any Additional Facility Credit Documents; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, created, leased or licensed by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, any Replacement Facility Credit Documents; (iii) performing its obligations and activities incidental to the Senior Notes Documentsconsummation of the transactions contemplated by the Plan of Reorganization or in connection with the issuance of the New Money Investment; and (iiiiv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Second Lien Credit Agreement, and the other Loan Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any assets or property 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 6.26.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of HoldingsExcept during a Suspension Period, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, Agreement and the other Loan Documents and the Senior Notes Credit Documents; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; Credit Documents and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Interest of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other PersonsPersons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Documents and the Senior Notes Term Loan Documents; , (b) create or suffer to exist any Lien upon any assets or property 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 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the BorrowerBorrowers, (ii) performing its obligations and activities incidental thereto under the Loan Documents, Documents and to the extent not inconsistent therewith, the Senior Notes Term Loan Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in except to the case of any Subsidiary other than the Borrower, such disposition is extent expressly permitted under Section 6.08(d) (it being understood that there is no restriction in by this covenant on dispositions of Equity Interests in Joint Ventures)Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerBorrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Neither Holdcos nor Holdings shall (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under indebtedness permitted in Section 6.1 of this Agreement, the other Loan Documents Agreement and the Senior Notes DocumentsOther Credit Documents and; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) (x) in the case of Holdings, holding 100.0% the Capital Stock of any Credit Party, (y) in the Equity Interests case of DTN Information, holding the BorrowerCapital Stock of any Credit Party and DTN Leasing and (z) in the case of DTN LLC and DTN Corporation, holding the Capital Stock of any Credit Party, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Credit Documents; and (iii) making Restricted Junior .Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person, except as permitted in Section 6.9; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unlessSubsidiaries, in except DTN LLC may sell or otherwise transfer the case Capital Stock of DTN Information to another Credit Party or any Subsidiary of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Credit Party; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company or, to the Borrower; extent permitted by this Agreement, DTN Leasing or a Subsidiary that becomes a Credit Party pursuant to Section 5.10 or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Documents and the Senior Notes ABL Documents; (b) create or suffer to exist any Lien upon any assets or property 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 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, Documents and to the extent not inconsistent therewith, the Senior Notes ABL Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in except to the case of any Subsidiary other than the Borrower, such disposition is extent expressly permitted under Section 6.08(d) (it being understood that there is no restriction in by this covenant on dispositions of Equity Interests in Joint Ventures)Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, (a) Holdings shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (X) the Indebtedness and obligations under this Agreementthe Related Agreements and (Y) Indebtedness, the other Loan Documents obligations and the Senior Notes Documentsliabilities arising from or incidental to transactions entered into pursuant to Section 6.04(g); (bii) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.26.02; (ciii) engage in any business or activity or own any assets other than (iv) holding 100.0100% of the Equity Interests Capital Stock of the BorrowerBorrower and ARC Reprographics Canada Corp., (iiw) performing its obligations and activities incidental thereto under the Loan Documents, Credit Documents and under the Related Agreements; (x) performing its obligations and activities arising from or incidental to transactions entered into pursuant to Section 6.04(g); (y) paying general administrative costs and expenses in the extent not inconsistent therewith, the Senior Notes Documentsordinary course of business; and (iiiz) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (div) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ev) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (fvi) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (gvii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, Agreement and the other Loan Credit Documents and the Senior Notes DocumentsIndebtedness permitted under Sections 6.1; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, Credit Documents and to the extent not inconsistent therewith, the Senior Notes Documents; any Indebtedness permitted under Section 6.1 and (iii) making Restricted Junior Payments and Investments investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)direct Subsidiaries; (f) create or acquire any direct Subsidiary or make or own any Investment investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreementthe Credit Documents, the agreements governing Permitted Acquisitions (other Loan Documents than Seller Notes) and the Senior Notes DocumentsUnsecured Notes; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the Borrower, ; (ii) performing its obligations and activities incidental or related thereto under the Loan DocumentsCredit Documents and the Senior Unsecured Notes Indenture, and to the extent not inconsistent therewith, the Senior Notes Documentsagreements governing Permitted Acquisitions (other than Seller Notes); and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)except as otherwise expressly provided herein; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.. Aurora – A&R Credit Agreement 119

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (x) obligations not constituting Indebtedness incurred in the Indebtedness ordinary course of its business as a holding company and obligations under not otherwise restricted by this AgreementSection 6.14 and (y) the Revolving Obligations, the other Loan Documents and Term Obligations or its obligations in respect of the Senior Subordinated Notes Documentsor any Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes DocumentsRelated Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or 103 own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness other than its Obligations under the Credit Documents or guarantees in respect of Indebtedness of Company or any other obligation or liability whatsoever other than the Indebtedness and obligations of its Subsidiaries otherwise permitted under this Agreement, the other Loan Documents Agreement and the Senior Notes DocumentsIndebtedness permitted under Section 6.1(m); (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of Company and, through Company, not less than 80% of the Borrower, Capital Stock of each of the Subsidiaries of Company; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes DocumentsRelated Agreements and the Landis Merger Agreement, as applicable; and (iii) making xxxxng Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Company; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the BorrowerSubsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons......................................110

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents, the Term Loan Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents and the Term Loan Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the BorrowerFNA and Fedders International, Inc., a Delaware corporation, (ii) performing its obligations and activities incidental thereto under the Credit Documents and the Term Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerFNA; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Credit Documents and the Senior Notes DocumentsRelated Agreements; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the Borrower, Companies; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes DocumentsRelated Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerCredit Parties; (g) issue any Capital Stock after the Restatement Date, other than common shares of Capital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Documents and the Senior Notes Approved Subordinated Debt Documents; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0% Capital Stock of the Equity Interests of the Borrower, Intermediate Holdings; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes Approved Subordinated Debt Documents; and (iii) making Restricted Junior Payments (including Permitted Tax Payments) and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the BorrowerIntermediate Holdings; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Loan Credit Documents, the Revolving Credit Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents and the Revolving Credit Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of the BorrowerBorrower and Fedders International, Inc., a Delaware corporation, (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents and the Revolving Credit Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the First Lien Credit Agreement, the other Loan Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any assets or property 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 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Second Lien Credit Agreement, the other Loan Documents and the Senior Notes Documents; (b) create or suffer to exist any Lien upon any assets or property 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 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.. 103

Permitted Activities of Holdings. In the case of Holdings, Holdings shall not (a) incur, directly or indirectly, any Indebtedness other than its Obligations under the Credit Documents or guarantees in respect of Indebtedness of Company or any other obligation or liability whatsoever other than the Indebtedness and obligations of its Subsidiaries otherwise permitted under this Agreement, the other Loan Documents Agreement and the Senior Notes DocumentsIndebtedness permitted under Section 6.1(m); (b) create or suffer to exist any Lien upon any property or assets or property now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Security Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100.0100% of the Equity Interests Capital Stock of Company and, through Company, not less than 80% of the Borrower, Capital Stock of each of the Subsidiaries of Company; (ii) performing its obligations and activities incidental thereto under the Loan Credit Documents, and to the extent not inconsistent therewith, the Senior Notes DocumentsRelated Agreements, the Landis Merger Agreement and the Kerr Merger Agreement, as xxxxxxable; and (iii) making Restricted Restricxxx Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity Interests in Joint Ventures)Company; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the BorrowerSubsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.