Common use of Permitted Activities Clause in Contracts

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrower, and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends and distributions, making contributions reports to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsshareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (viix) holding any cash or property (but not operate any property)Cash Equivalents, (viiixi) making and receiving of any Restricted Payments or Investments permitted hereunder, (ixxii) entering into employment agreements and other arrangements with, including providing indemnification to to, officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower establishing and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investmentsmaintaining bank accounts, (xiv) the obtainment of, and the payment of any transaction with the Borrower or any Restricted Subsidiary fees and expenses for, management, consulting, investment banking and advisory services to the extent expressly otherwise permitted by this Agreement, (xv) performance of its obligations under this Section 10 any management agreement with the Sponsor and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Second Lien Credit Documents Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale not prohibited by Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted ReorganizationSection 10, (xi) merging, amalgamating undertaking or consolidating with consummating any IPO Reorganization Transactions or into any direct transaction related thereto or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” contemplated thereby and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.8.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note same obligations described in accordance with its termsSection 10.1(e)(iv), (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted ReorganizationReorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings The Parent will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrowers and its indirectly all other SubsidiariesEquity Interests held by the Borrowers or any Subsidiary, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreement), the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness of the Borrowers or the other Restricted Subsidiaries of the Parent permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activitiesactivities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance of securities, incurrence of unsecured securities and other unsecured holding company debt, including any Permitted Parent Holdco Financing (subject to the terms set forth in the definition thereof); provided that (x) neither the Borrowers nor any other Restricted Subsidiary of the Parent is a borrower or a guarantor with respect to such debt under this clause (a) and (y) except in respect of any Permitted Parent Holdco Financing, such debt under this clause (a) shall have a final maturity date that is after the then existing Latest Maturity Date with respect to the Term Loans, (b) receipt and payment of dividends and distributions, (c) making contributions to the capital of its Subsidiaries, Subsidiaries and (d) guaranteeing and/or incurring Liens to the extent such Liens would otherwise be permitted to be incurred pursuant to Section 7.01 as if applicable to the Parent to secure any obligations of the Borrower Borrowers and its the other Restricted Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsParent incurred pursuant to Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted ReorganizationQualified IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings the Parent that becomes “New Parent” (in compliance with the definitions of “HoldingsParent” and “New HoldingsParent” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower Borrowers and the other Restricted SubsidiariesSubsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxiii) any transaction with the any Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 Article VII, (xiv) transactions in connection with a Permitted Tax Reorganization or Permitted IPO Reorganization and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and its other Subsidiaries, including receipt Subsidiaries and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents and Senior Notes Documents, any other documents governing Indebtedness permitted herebyIndebtedness, the Investor Management Agreement and the Transactions (including the Transaction Documents), (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiariesthe Parent Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vivii) if applicable, participating in tax, accounting and other administrative matters as a member owner of the consolidated group Parent Borrower and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its other Subsidiaries, (viiviii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers officers, managers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and the Restricted its other Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxi) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 repurchases of Indebtedness through open market purchases and Dutch auctions and (xvxii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided provided, that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesSubsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreements), the Credit Documents, the ABL Credit Second Priority Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will The Company shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Company and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL First Lien Term Loan Credit Documents, the Second Lien Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Company and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsCompany, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holding and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesCompany, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) mergingmerge, amalgamating amalgamate or consolidating consolidate with or into any direct or indirect parent or subsidiary of Holdings (in compliance with pursuant to the definitions definition of “Holdings” and “New Holdings” in this Agreement”), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, auctions and (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ia) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, , (iib) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), , (iiic) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, , (ivd) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ve) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and receipt incurrence of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, Liens that would constitute a Permitted Lien, (vif) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (viig) holding any cash or property (but not operate any material property), , (viiih) making and receiving of any Restricted Payments or Investments permitted hereunder, , (ixi) providing indemnification to officers and directors, , (xj) activities relating to any Permitted Reorganization, , (xik) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), , (xiil) repurchases of Indebtedness through open market pro rata or non-pro rata purchases and Dutch auctions, , (xiiim) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (xivn) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under Section 9.10 or this Section 10 and 10, and (xvo) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings Notwithstanding anything to the contrary in this Section 5.3, until the Offer Acceptance Time, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives (including the Company Financial Advisor), following the execution of an Acceptable Confidentiality Agreement, (i) participate or engage in discussions or negotiations with; (ii) furnish any non-public information relating to the Company or any of its Subsidiaries to; (iii) afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to; or (iv) otherwise facilitate the making of a Superior Proposal by, in each case, any Person or its Representatives that has made, renewed or delivered to the Company a bona fide unsolicited written Acquisition Proposal that did not result from a breach of Section 5.3(a); provided, that, the Company and its Representatives may contact any third Person in writing (with a request that any response from such third Person is in writing) with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal (without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such third Person, the Proposal Notice Period will not engage be deemed commenced until such clarifications are provided to Parent; provided, however, that, prior to taking any actions contemplated by this Section 5.3(b), the Company Board (or a committee thereof) has determined in any material operating good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or business activities; provided that is reasonably likely to lead to a Superior Proposal and (2) the following and any activities incidental thereto shall failure to take the actions contemplated by this Section 5.3(b) would be permitted inconsistent with its fiduciary duties pursuant to applicable Law. In connection with the foregoing, the Company will promptly (and, in any event: (i, within 24 hours, whether or not such 24-hour period ends on a Business Day) its ownership of provide to Parent any non-public information concerning the Equity Interests of the Borrower Company and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily that is provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating such Person or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental its Representatives that was not previously made available to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoingParent.

Permitted Activities. Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the CGI Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL any Term Loan Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its SubsidiariesCGI Borrower, guaranteeing the obligations of the CGI Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesCGI Borrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with pursuant to the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the CGI Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, Investments and (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted ReorganizationReorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its other Subsidiariesownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents Senior Notes and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity Equity Interests or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends dividends, providing a performance guaranty in connection with a Permitted Securitization and distributions(x) in the case of Holdings, making contributions to the capital of its SubsidiariesIntermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its other Restricted Subsidiaries and receipt (y) in the case of Intermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the DTR Note form of an intercompany loan provided on an interest-free basis) to the capital of any other Intermediate Holding Company or the Lead Borrower and any transaction involving guaranteeing the satisfaction obligations of and the DTR Note in accordance with Lead Borrower and its termsRestricted Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesTopco, (vii) holding any cash or property (but not operate any property)) including any intercompany receivable to the extent held in accordance with an activity otherwise permitted by this Section 7.14 and the other provisions of the Credit Agreement, (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 directors and (xvix) any activities incidental or reasonably related to the foregoing. Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Lead Borrower (unless such Equity Interests are promptly contributed to the Lead Borrower) or (B) those of Topco in connection with share purchases, provided however, that such share purchases and the payments related thereto are permitted by Section 7.06.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL First Lien Credit Documents Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale not prohibited by Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted ReorganizationSection 10, (xi) merging, amalgamating undertaking or consolidating with consummating any IPO Reorganization Transactions or into any direct transaction related thereto or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” contemplated thereby and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.8.

Permitted Activities. Holdings will The Borrower shall not engage in directly operate any material operating business or business activitiesdirectly own any Oil and Gas Properties; provided that that, for the avoidance of doubt, the following (and any activities incidental thereto thereto) shall not constitute the operation of a business and shall in all cases be permitted in any eventpermitted: (i) its direct or indirect ownership of the Equity Interests of the Borrower and its Subsidiaries or any other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsPerson, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) the entering into, and performance of its obligations with respect to the Transactionsto, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted herebyIndebtedness, and the consummation of the Transactions, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, 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 its Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsRestricted Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the a consolidated group group, including compliance with applicable law and the provision of administrative legal, tax and advisory services (including treasury accounting matters related thereto and insurance services) activities relating to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesofficers, directors, managers and employees, (vii) holding any cash or property equivalents (but not operate any propertyincluding Permitted Investments), (viii) holding any other property received by it as a distribution from any of its subsidiaries and making and receiving of any Restricted Payments or Investments permitted hereunderfurther distributions with such property, (ix) providing indemnification to officers officers, managers and directors, (x) holding director and shareholder meetings, preparing organizational records and other organizational activities relating required to any Permitted Reorganizationmaintain its separate organizational structure or to comply with applicable law, (xi) merging, amalgamating or consolidating with or into filing tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreementtaxes), (xii) repurchases entering into and performance of Indebtedness through open market purchases obligations with respect to contracts and Dutch auctionsother arrangements in connection with the activities contemplated by this Section 10.14, (xiii) activities incidental the preparation of reports to Permitted Acquisitions or similar Investments consummated by the Borrower Governmental Authorities and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investmentsits shareholders, (xiv) the performance of obligations under and compliance with its organizational documents, any transaction demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the Borrower or any Restricted Subsidiary activities of its Subsidiaries; (xv) the entry into and performance of obligations under and compliance with Secured Hedge Agreements to the extent expressly permitted under this Section 10 the Credit Documents; and (xvxvi) any activities incidental or reasonably related to the foregoingforegoing or customary for passive holding companies. The Borrower shall not incur any Liens on Equity Interests of its direct Restricted Subsidiaries other than those arising by operation of law and for the benefit of any Secured Parties, the representatives party to the Collateral Agreement and any Junior Lien Intercreditor Agreement and the creditors represented by such representatives.

Permitted Activities. Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the CGI Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL any Term Loan Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, CGI Borrower and guaranteeing the obligations of the CGI Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesCGI Borrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with pursuant to the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the CGI Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, Investments and (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Revolving Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance (1) guaranties in respect of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 6.01, including any Refinancing Indebtedness thereof and (2) guaranties of other Subsidiaries and receipt obligations not constituting Indebtedness incurred by the Borrower or any of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsRestricted Subsidiaries, (vi) if applicable, participating in taxTax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate any property)Cash Equivalents, (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities relating to any Permitted Reorganization, contemplated thereby and (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, Holdings shall not incur any Liens on Equity Interests of the Borrower other than non-consensual Liens and those for the benefit of the Secured Obligations and the obligations with respect to the Revolving Credit Agreement and any Replacement Loans, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower), and Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will Parent shall not conduct, transact or otherwise engage in an business or operations or create or assume any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: Indebtedness other than (i) its ownership and/or acquisition of all of the outstanding Equity Interests of the Borrower and its other Subsidiariesin Holdings, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsSatelles, Inc., Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member owners of the consolidated group Equity Interests of Holdings, Satelles, Inc., Syncom-Iridium Holdings Corp. and Iridium Blocker-B Inc., (iii) participating in tax, accounting and other administrative matters as owners of the provision Equity Interests of administrative Holdings, Satelles, Inc., Iridium Holdings Corp. and advisory services Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the Obligations), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Parent was considered to be the Borrower and/or a Restricted Subsidiary), including treasury the ability to incur costs, fees and insurance servicesexpenses related thereto, (vi) incurring fees, costs and expenses relating to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesoverhead and general operating including professional fees for legal, tax and accounting matters, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsdirectors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the transactions contemplated by this Agreement, (ix) any other transaction permitted pursuant to this Section 10, (x) activities relating filing with the SEC related to any Permitted ReorganizationParent’s ownership of the Equity Interests of Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) merging, amalgamating or consolidating the performance of its obligations under employment agreements with or into any direct or indirect parent or subsidiary senior executives of Holdings (in compliance with the definitions of “Holdings” Parent and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the business or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.12.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents Second Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debtIndebtedness, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and its other Subsidiaries and receipt (c) not have a maturity date prior to the Latest Maturity Date in effect for the Term Loans on the date of the DTR Note and any transaction involving the satisfaction incurrence of the DTR Note in accordance with its termssuch Indebtedness, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 directors and (xvix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will not With respect to Holdings, notwithstanding any other provision of this Agreement or any other Loan Document to the contrary: (a) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments receiving dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to under the Transactions, the Credit Loan Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests and the payment of dividends and other amounts in respect of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations Guarantee of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsObligations, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, directors and (xix) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the foregoing; (b) own any Equity Interests other than those of the Borrower; or (c) incur, assume or similar Investments consummated by suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Borrower and Guarantee of the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsObligations, (xivii) any transaction with the Guarantee of Indebtedness of the Borrower or any Restricted Subsidiary its Subsidiaries (to the extent expressly such Indebtedness is otherwise permitted hereunder), provided if such Indebtedness is subordinated to the Obligations then such Guarantee shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (iii) Indebtedness owed to the Borrower or any of its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder); (d) issue Disqualified Equity Interests; and (e) create, incur, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, other than, if Holdings we subject to Section 7.01, nonconsensual Liens permitted under this Section 10 7.01 and Liens permitted under Sections 7.01(a) and (xv) any activities incidental or reasonably related to the foregoinggg).

Permitted Activities. Holdings will not engage For the avoidance of doubt, it is understood and agreed that nothing contained in this Agreement shall restrict the Manager, its employees, its agents or its Affiliates (or impose a duty on the Manager or any such other Person to refrain) from engaging in any material operating business relating to managing, for itself, its Affiliates or others, similar assets (including the ownership, operation, maintenance, leasing or marketing of tenant site assets for itself or for others) without regard to any conflicts which may arise in connection therewith and even if, by doing so, such activities could be construed to be in competition with the business activities; provided that activities of the following and any activities incidental thereto shall be permitted Obligors, subject only to the restrictions set forth below in any event: items (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests), (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) (“Permitted Activities”). In the performance conduct of its obligations Permitted Activities the Manager agrees that (i) if the Manager arranges for a lease of a tenant site asset with respect to a tenant that is also a Tenant under a Tenant Lease, such new lease will be separate from and independent of the TransactionsTenant Lease(s) between the Tenant and the related Asset Entity, (ii) unless a Tenant Site Asset has been disposed of or terminated by an Asset Entity in accordance with the Credit Indenture and the other Transaction Documents, the ABL Credit Documents Manager will not solicit a Tenant to terminate a Tenant Lease for a Tenant Site Asset and any other documents governing Indebtedness permitted herebyreplace such Tenant Lease with a tenant site asset owned, leased or managed by a Person that is not an Asset Entity and (iviii) any public offering of in all cases the Manager shall perform its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt duties and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note hereunder in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member the Operation Standards notwithstanding any potential conflicts of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiariesinterest that may arise, including any relationship that the formation Manager may have with any other owners of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoingtenant site assets that it manages.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrower, and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends reports to shareholders or debtholders, (vi) in connection with, and distributionsfollowing the completion of, making contributions a public offering, activities necessary or reasonably advisable for or incidental to the capital initial registration and listing of its SubsidiariesHolding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, guaranteeing (vii) activities required to comply with applicable laws, (viii)(1) incurring unsecured Indebtedness expressly subordinated in right of payment to the obligations Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other Subsidiaries and receipt obligations not constituting Indebtedness incurred by the Borrower or any of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termstheir Restricted Subsidiaries, (viix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (viix) holding any cash or property (but not operate any property)Cash Equivalents, (viiixi) making and receiving of any Restricted Payments or Investments permitted hereunder, (ixxii) entering into employment agreements and other arrangements with, including providing indemnification to to, officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower establishing and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investmentsmaintaining bank accounts, (xiv) the obtainment of, and the payment of any transaction with the Borrower or any Restricted Subsidiary fees and expenses for, management, consulting, investment banking and advisory services to the extent expressly otherwise permitted by this Agreement, (xv) performance of its obligations under this Section 10 any management agreement with the Sponsor and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other SubsidiariesParent Borrower, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, the Parent Borrower and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Parent Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and (xvxviii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents First Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debtIndebtedness, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and its other Subsidiaries and receipt (c) not have a maturity date prior to the Latest Maturity Date in effect for the Loans on the date of the DTR Note and any transaction involving the satisfaction incurrence of the DTR Note in accordance with its termssuch Indebtedness, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 directors and (xvix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay, (xviii) consummation of any Permitted Change of Control and activities incidental to the consummation of such Permitted Change of Control, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such Permitted Change of Control and (xvxix) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will Holdings, shall not conduct, transact or otherwise engage in any material operating business or business activitiesoperations (including any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness); provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents, the Existing Credit Agreement Documents, the ABL Loan Documents, the First Lien Notes Documents, the Second Lien Notes Documents, the Existing Secured Notes Documents, the Existing Unsecured Notes Documents, any documentation relating to any Permitted Junior Debt and any documentation relating to any Permitted Refinancing of the foregoing; (iii) the consummation of the Transactions; (iv) the payment of dividends and distributions permitted to be made to Holdings pursuant to the terms of this Agreement, the making of contributions to the capital of the Borrower and its other Subsidiaries, including receipt Subsidiaries and payment Guarantees of Restricted Payments and other amounts Indebtedness set forth in respect of Equity Interests, clause (ii) above and the Guarantees of other obligations not constituting Indebtedness; (v) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), ; (iiivi) the performance performing of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents activities in preparation for and any other documents governing Indebtedness permitted hereby, (iv) consummating any public offering of its common equity stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, ) including converting into another type of legal entity; (vvii) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating participation in tax, accounting and other administrative matters, including compliance with applicable Laws and legal, tax and accounting matters as a member of the consolidated group related thereto and the provision of administrative and advisory services (including treasury and insurance services) activities relating to its Subsidiaries officers, directors, managers and employees; (viii) the holding of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property and Cash Equivalents (but not operate operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing the entry into and performance of its obligations with respect to contracts and other arrangements relating to the indemnification to officers officers, managers, directors and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” employees; and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Notwithstanding anything else herein to the contrary, Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event, to the extent otherwise permitted hereunder: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted herebyunsecured Indebtedness, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, and the maintenance and investment of any proceeds thereof, and the incurrence of any liabilities, costs and expenses reasonably related thereto, whether or not such equity issuance is consummated, (v) financing activities, including limited to the issuance of equity securities, the incurrence of debtunsecured Indebtedness to the extent permitted under Section 7.03, receipt and the payment of dividends and distributionsdividends, making contributions to the capital of the Borrower, making Investments in the Borrower or any of its Subsidiaries, Restricted Subsidiaries and guaranteeing the obligations of the Borrower and or any of its other Restricted Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termson an unsecured basis, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate operating any property), including the opening and maintaining of bank and deposit accounts, (viii) making providing indemnification to officers, managers and receiving of any Restricted Payments or Investments permitted hereunderdirectors, (ix) providing indemnification any activities related, complementary or incidental to officers the foregoing and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities liabilities incidental to Permitted Acquisitions or similar Investments consummated by the conduct of Holdings’ business as a holding company. Holdings shall not incur any Liens on Equity Interests of the Borrower and other than those for the Restricted Subsidiaries, including benefit of the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoingSecured Parties.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than: (i) the ownership and/or acquisition of the Equity Interests of the Borrower; (ii) the maintenance of its ownership legal existence, including the ability to Incur fees, costs and expenses relating to such maintenance; (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating reporting related to such maintenance), matters; (iiiiv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the Senior Unsecured Notes, the Senior Secured Notes and the related guarantees, any documentation governing Additional Permitted Debt, any refinancing thereof and the other documents governing Indebtedness permitted hereby, agreements contemplated hereby and thereby; (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale permitted by this Section 6 (or that would be permitted by this Section 6 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto; (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters; (vii) providing indemnification to officers and directors and as otherwise permitted hereunder; (viii) activities incidental to the consummation of the Transactions; (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, Borrower; (x) activities relating any other transaction permitted pursuant to any Permitted Reorganization, this Section 6; (xi) mergingundertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement)each case, (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower related thereto or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.contemplated thereby; and

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and (xvxviii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. (a) Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its the ownership and/or acquisition of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Loan Documents, the ABL Credit Second Lien Note Documents and or any documentation governing any Indebtedness or guarantee of any Indebtedness of Borrower or any Restricted Subsidiary of Borrower permitted to be incurred or made under Article VI (for the avoidance of doubt, other documents governing than the incurrence of any Indebtedness permitted herebyfor borrowed money in respect of which Holdings is the primary obligor), (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of Borrower and its other Subsidiaries and the incurrence of Liens securing such guarantees, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (ix) activities incidental to the consummation of the Transactions, (x) holding any cash or property (but not operate any property), (xi) making and receiving of any Investments permitted hereunder , (xii) any activities in connection with the Post-Closing Reorganization and (xiii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xii) of this paragraph. (b) SolarWinds will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of its Subsidiaries, including receipt and payment of Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with the Loan Documents, the Second Lien Note Documents or any documentation governing any Indebtedness or guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby, (v) financing activities, including the issuance of securities, incurrence of debtIndebtedness and Liens, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicableincurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (viii) activities incidental to the consummation of the Transactions, (ix) holding any cash or property (but not operate any property), (x) making and receiving of any Investments permitted hereunder, (xi) any activities in connection with the Post-Closing Reorganization and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xi) of this paragraph. (c) Cayman I and Cayman III will not hold any Property or cash or engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of SolarWinds, including receipt and payment of Dividends and other amounts in respect of Equity Interests to the extent that promptly upon receipt thereof, such amounts are distributed to a Loan Party, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesother Companies, (viiiv) holding the performance of its obligations under and in connection with the Loan Documents, the Second Lien Note Documents or any cash documentation governing any Indebtedness or property guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby (but not operate the incurrence of any propertyIndebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (viiiv) making incurring fees, costs and receiving of any Restricted Payments or Investments permitted hereunderexpenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (ixvi) providing indemnification to officers and directorsdirectors and as otherwise contemplated in Section 6.09, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiivii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and consummation of the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsTransactions, (xivviii) holding any transaction with the Borrower cash or any Restricted Subsidiary other Property received in respect of Dividends, to the extent expressly permitted under this Section 10 such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (xvx) any activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrower, and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends and distributions, making contributions reports to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsshareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (viix) holding any cash or property (but not operate any property)Cash Equivalents, (viiixi) making and receiving of any Restricted Payments or Investments permitted hereunder, (ixxii) entering into - 146 - employment agreements and other arrangements with, including providing indemnification to to, officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower establishing and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investmentsmaintaining bank accounts, (xiv) the obtainment of, and the payment of any transaction with the Borrower or any Restricted Subsidiary fees and expenses for, management, consulting, investment banking and advisory services to the extent expressly otherwise permitted by this Agreement, (xv) performance of its obligations under this Section 10 any management agreement with the Sponsor and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will The Company shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Company and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL First Lien Term Loan Credit Documents, the Second Lien Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Company and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsCompany, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holding and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesCompany, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) mergingmerge, amalgamating amalgamate or consolidating consolidate with or into any direct or indirect parent or subsidiary of Holdings (in compliance with pursuant to the definitions definition of “"Holdings” and “New Holdings” in this Agreement"), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, auctions and (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than (a) the following and any activities incidental thereto shall be permitted in any event: (i) its ownership and/or acquisition of the Equity Interests Capital Stock of the U.S. Borrower, Spinco, the Spinco Borrower and its the other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (iib) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iiic) participating in tax, accounting and other administrative matters and reporting related to such matters, (d) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other documents governing Indebtedness permitted herebyagreements not prohibited hereby and thereby, (ive) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale not prohibited by this Section 10, including the ability to incur costs, fees and expenses related thereto, (vf) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (g) providing indemnification to officers and directors, (h) activities incidental to the consummation of the Transactions and any other transaction contemplated by a Credit Document (including Amendment No. 4 and Amendment No. 5), (i) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiariesthe U.S. Borrower, Spinco, the Spinco Borrower and other Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group Borrowers and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its other Subsidiaries, (viij) holding any cash or property activities relating and incidental to being a public company (but not operate any propertyincluding compliance with the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivk) any other transaction with the Borrower or any Restricted Subsidiary permitted pursuant to the extent expressly permitted under this Section 10 and (xvl) any activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (a) through (k) of this Section 10.8.

Permitted Activities. Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, Loan Documents or the Credit Senior Unsecured Notes Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, or making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsBorrower, (vi) if applicable, participating in tax, accounting and other administrative matters as a member owner of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate incidental to any property)activities permitted under this Section 7.14, (viii) making providing indemnification to officers, managers and receiving of any Restricted Payments or Investments permitted hereunder, directors and (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, the Borrower shall not, nor shall it permit any of its Restricted SubsidiariesSubsidiaries to, including from and after the formation Closing Date until the consummation of acquisition vehicle entities and intercompany loans and/or the Spin-Off Transactions, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than any such non-consensual Lien permitted by Section 7.01); make any Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with other than Investments in the Borrower or any Restricted Subsidiary permitted by Section 7.02); create, incur, assume or suffer to exist any Indebtedness (other than the Loans and the Guarantees pursuant to the Loan Documents and borrowings under the Timeshare Facility); merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; make any Disposition; declare or make any Restricted Payment (other than Restricted Payments with the proceeds of the Loans and borrowings under the Timeshare Facility made to the direct or indirect parent of the Borrower); enter into any transaction of any kind with any Affiliate of the Borrower (other than pursuant to Section 7.08(a), (c), (d), (f), (g), (h), (i) and (m)); prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation; in each case, other than any such transactions relating to the operations or business activities of the Borrower in the ordinary course of business or in connection with the consummation of the Spin-Off Transactions. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on such date and continuing so long as the Loans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. During a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent expressly not prohibited hereunder without giving effect to the Suspended Covenants. During a Suspension Period, the covenants that are not Suspended Covenants shall be interpreted as though the Suspended Covenants continue to be applicable during such Suspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a Suspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such Suspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 10 7.06 had been in effect prior to, but not during, the Suspension Period; and (xv2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any activities incidental or reasonably related transaction with an Affiliate entered into after such reinstatement pursuant to the foregoingan agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Permitted Activities. Holdings Avaya will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other SubsidiariesCompany, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Note Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, the Company and guaranteeing the obligations of the Borrower Company and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement)Avaya, (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments in connection with acquisitions consummated by the Borrower Company and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower Company or any Restricted Subsidiary to the extent expressly permitted under this Section 10 Article 5, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay, (xviii) [reserved] and (xvxix) any activities incidental or reasonably related to the foregoing.

Permitted Activities. (a) Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its the ownership and/or acquisition of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Loan Documents, the ABL Credit Second Lien Loan Documents and or any documentation governing any Indebtedness or guarantee of any Indebtedness of Borrower or any Restricted Subsidiary of Borrower permitted to be incurred or made under Article VI (for the avoidance of doubt, other documents governing than the incurrence of any Indebtedness permitted herebyfor borrowed money in respect of which Holdings is the primary obligor), (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of Borrower and its other Subsidiaries and the incurrence of Liens securing such guarantees, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (ix) activities incidental to the consummation of the Transactions, (x) holding any cash or property (but not operate any property), (xi) making and receiving of any Investments permitted hereunder , (xii) any activities in connection with the Post-Closing Reorganization and (xiii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xii) of this paragraph. (b) SolarWinds will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of its Subsidiaries, including receipt and payment of Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with the Loan Documents, the Second Lien Loan Documents or any documentation governing any Indebtedness or guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby, (v) financing activities, including the issuance of securities, incurrence of debtIndebtedness and Liens, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicableincurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (viii) activities incidental to the consummation of the Transactions, (ix) holding any cash or property (but not operate any property), (x) making and receiving of any Investments permitted hereunder, (xi) any activities in connection with the Post-Closing Reorganization and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xi) of this paragraph. (c) Cayman I and Cayman III will not hold any Property or cash or engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of SolarWinds, including receipt and payment of Dividends and other amounts in respect of Equity Interests to the extent that promptly upon receipt thereof, such amounts are distributed to a Loan Party, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesother Companies, (viiiv) holding the performance of its obligations under and in connection with the Loan Documents, the Second Lien Loan Documents or any cash documentation governing any Indebtedness or property guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby (but not operate the incurrence of any propertyIndebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (viiiv) making incurring fees, costs and receiving of any Restricted Payments or Investments permitted hereunderexpenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (ixvi) providing indemnification to officers and directorsdirectors and as otherwise contemplated in Section 6.09, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiivii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and consummation of the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsTransactions, (xivviii) holding any transaction with the Borrower cash or any Restricted Subsidiary other Property received in respect of Dividends, to the extent expressly permitted under this Section 10 such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (xvx) any activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings will Holdco shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Lead Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsLead Borrower, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdco and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesLead Borrower, (vii) holding any cash or property (but not operate operating any property), (viii) making providing indemnification to officers, managers and receiving of any Restricted Payments or Investments permitted hereunderdirectors, (ix) providing indemnification to officers the performance of its obligations under and directorsin connection with its Organization Documents, the NAI Purchase Agreement, the Eastern Division Purchase Agreement, the other agreements contemplated by the NAI Purchase Agreement, the Eastern Division Purchase Agreement, the Transactions, any agreements contemplated by Section 7.09(b)(ii) and any other agreements contemplated hereby and thereby, and (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities related, complementary or incidental or reasonably related to the foregoing. Holdco shall not incur any Liens on Equity Interests of the Lead Borrower other than those for the benefit of the Obligations, the obligations under any Permitted Ratio Debt and Holdco shall not own any Equity Interests other than those of the Lead Borrower.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided provided, that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesSubsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreements), the Credit Documents, the ABL Credit Second Priority Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary 237 LEGAL_US_E # 167910103.1167910103.8 to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will Parent shall not conduct, transact or otherwise engage in an business or operations or create or assume any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: Indebtedness other than (i) its ownership and/or acquisition of all of the outstanding Equity Interests of the Borrower and its other Subsidiariesin Holdings, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsSyncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member owners of the consolidated group Equity Interests of Holdings, Syncom-Iridium Holdings Corp. and Iridium Blocker-B Inc., (iii) participating in tax, accounting and other administrative matters as owners of the provision Equity Interests of administrative Holdings, Iridium Holdings Corp. and advisory services Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the Obligations), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Parent was considered to be the Borrower and/or a Restricted Subsidiary), including treasury the ability to incur costs, fees and insurance servicesexpenses related thereto, (vi) incurring fees, costs and expenses relating to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesoverhead and general operating including professional fees for legal, tax and accounting matters, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsdirectors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the transactions contemplated by this Agreement, (ix) any other transaction permitted pursuant to this Section 10, (x) activities relating filing with the SEC related to any Permitted ReorganizationParent’s ownership of the Equity Interests of Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) merging, amalgamating or consolidating the performance of its obligations under employment agreements with or into any direct or indirect parent or subsidiary senior executives of Holdings (in compliance with the definitions of “Holdings” Parent and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the business or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.12.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Term Loan Credit Documents Agreement and any documentation related thereto, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operations including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Section 10, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary the ownership of assets owned by Holdings (in compliance with on the definitions of “Holdings” and “New Holdings” in this Agreement)Closing Date, (xii) repurchases of Indebtedness through open market purchases undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.7.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than: (i) the ownership and/or acquisition of the Equity Interests of the Borrower; (ii) the maintenance of its ownership legal existence, including the ability to incur fees, costs and expenses relating to such maintenance; (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating reporting related to such maintenance), matters; (iiiiv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the Senior Unsecured Notes, the Senior Secured Notes and the related guarantees, any documentation governing Additional Permitted Debt, any refinancing thereof and the other documents governing Indebtedness permitted hereby, agreements contemplated hereby and thereby; (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale permitted by this Section 6 (or that would be permitted by this Section 6 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto; (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters; (vii) providing indemnification to officers and directors and as otherwise permitted hereunder; (viii) activities incidental to the consummation of the Transactions; (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, Borrower; (x) activities relating any other transaction permitted pursuant to any Permitted Reorganization, this Section 6; (xi) mergingundertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement)each case, (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower related thereto or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.contemplated thereby; and

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than: (i) the ownership and/or acquisition of the Equity Interests of the Borrower; (ii) the maintenance of its ownership legal existence, including the ability to Iincur fees, costs and expenses relating to such maintenance; (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating reporting related to such maintenance), matters; (iiiiv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the Senior Unsecured Notes, the Senior Secured Notes and the related guarantees, any documentation governing Additional Permitted Debt, any refinancing thereof and the other documents governing Indebtedness permitted hereby, agreements contemplated hereby and thereby; (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale permitted by this Section 6 (or that would be permitted by this Section 6 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto; (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters; (vii) providing indemnification to officers and directors and as otherwise permitted hereunder; (viii) activities incidental to the consummation of the Transactions; (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, Borrower; (x) activities relating any other transaction permitted pursuant to any Permitted Reorganization, this Section 6; (xi) mergingundertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or, amalgamating in each case, any transaction related thereto or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), contemplated thereby; and (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing6.11.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the TransactionsCredit Documents, the Second Lien Credit Documents, the ABL Credit Documents Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale permitted by this Section 10 (or that would be permitted by this Section 10 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Section 10, (xi) merging, amalgamating undertaking or consolidating with consummating any IPO Reorganization Transactions or into any direct transaction related thereto or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” contemplated thereby and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.8.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the TransactionsCredit Documents, the First Lien Credit Documents, the ABL Credit Documents Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale permitted by this Section 10 (or that would be permitted by this Section 10 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Section 10, (xi) merging, amalgamating undertaking or consolidating with consummating any IPO Reorganization Transactions or into any direct transaction related thereto or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” contemplated thereby and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.8.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsLead Borrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Lead Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL First Lien Credit Documents Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale permitted by Section 10 (or that would be permitted by Section 10 to the extent that Holdings was considered to be a Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Lead Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrowers, (x) activities relating any other transaction permitted pursuant to any Permitted ReorganizationSection 10, (xi) merging, amalgamating undertaking or consolidating with consummating any IPO Reorganization Transactions or into any direct transaction related thereto or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” contemplated thereby and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.8.

Permitted Activities. Holdings will not (a) With respect to Holdings, (A) engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Issuer and its other Subsidiariesactivities incidental thereto, including receipt and (to the extent otherwise expressly permitted hereunder) payment of Restricted Payments dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Note Documents, the ABL Credit First Lien Term Loan Documents and any other documents governing Indebtedness permitted herebythe Revolving Credit Documents, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, distributions or other amounts, making contributions to the capital of its Subsidiaries, the Issuer and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsIssuer, (viv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the provision of administrative Issuer, (vi) providing indemnification to officers and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesdirectors and, (vii) holding providing guarantees and incurrence of other contingent obligations to the extent a third party requires any cash Restricted Subsidiary to provide such guarantees or property (but not operate any property)incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement, (viii) making any transaction required in connection with the Trican Acquisition Documents, and receiving (ix) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in the Issuer. (b) So long as financial statements of any Restricted Payments or Investments permitted hereunderKGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (ixA) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests,; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance),; (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of Holdings,; (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, Holdings and the Issuer,; (v) providing indemnification to officers and directors, ,; (xvi) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary the providing of guarantees in respect of the obligations of Holdings (in compliance with or any of its Subsidiaries; provided that the definitions aggregate amount of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental such guaranteed obligations shall not exceed $1,000,000 at any time outstandingand incurring other contingent obligations to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the extent expressly underlying obligations are otherwise permitted under the terms of this Section 10 Agreement; (vii) the performance of the activities set forth on Schedule 7.20,; (viii) (x) the issuance of that certain Subordinated Promissory Note, dated December 23, 2014 (the “KGH Subordinated Note”), by and among KGH, the lenders from time to time party thereto (the “KGH Subordinated Lenders”) and KG Fracing Acquisition Corp., as agent for the KGH Subordinated Lenders, in an original principal amount equal to $20,000,000, plus any accrued interest thereon, and (xvy) the holding of that certain Subordinated Promissory Note, dated April 7, 2015 (the “Intercompany Subordinated Note” and, together with the KGH Subordinated Note, the “▇▇▇▇▇ Subordinated Notes”), issued by KGH Intermediate Holdco II, LLC to KGH for cash, in an original principal amount equal to $20,000,000, plus any accrued interest thereon; provided, that, notwithstanding anything contained in Section 7.7, none of the Note Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of the Indebtedness evidenced by either of the ▇▇▇▇▇ Subordinated Notesany transactions required by the Trican Acquisition Documents; and (ix) any activities incidental or reasonably related to the foregoingforegoing and (B) own any Equity Interests other than Equity Interests of Holdings.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and, (xviii) consummation of any Permitted Change of Control and activities incidental to the consummation of such Permitted Change of Control, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such Permitted Change of Control and (xvxix) any activities incidental or reasonably related to the foregoing.

Permitted Activities. (a) Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its the ownership and/or acquisition of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Loan Documents, the ABL Credit Senior Priority Debt Documents and or any documentation governing any Indebtedness or guarantee of any Indebtedness of Borrower or any Restricted Subsidiary of Borrower permitted to be incurred or made under Article VI (for the avoidance of doubt, other documents governing than the incurrence of any Indebtedness permitted herebyfor borrowed money in respect of which Holdings is the primary obligor), (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of Borrower and its other Subsidiaries and the incurrence of Liens securing such guarantees, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (ix) activities incidental to the consummation of the Original Transactions and the Transactions, (x) holding any cash or property (but not operate any property), (xi) making and receiving of any Investments permitted hereunder , (xii) any activities in connection with the Post-Closing Reorganization and (xiii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xii) of this paragraph. (b) SolarWinds will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of its Subsidiaries, including receipt and payment of Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with the Loan Documents, the Senior Priority Debt Documents or any documentation governing any Indebtedness or guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby, (v) financing activities, including the issuance of securities, incurrence of debtIndebtedness and Liens, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicableincurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (viii) activities incidental to the consummation of the Original Transactions and the Transactions, (ix) holding any cash or property (but not operate any property), (x) making and receiving of any Investments permitted hereunder, (xi) any activities in connection with the Post-Closing Reorganization and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xi) of this paragraph. (c) Cayman I and Cayman III will not hold any Property or cash or engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of SolarWinds, including receipt and payment of Dividends and other amounts in respect of Equity Interests to the extent that promptly upon receipt thereof, such amounts are distributed to a Loan Party, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesother Companies, (viiiv) holding the performance of its obligations under and in connection with the Loan Documents, the First Lien Loan Documents or any cash documentation governing any Indebtedness or property guarantee permitted to be incurred or made under Article VI and the other agreements contemplated hereby (but not operate the incurrence of any propertyIndebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (viiiv) making incurring fees, costs and receiving of any Restricted Payments or Investments permitted hereunderexpenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (ixvi) providing indemnification to officers and directorsdirectors and as otherwise contemplated in Section 6.09, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiivii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower consummation of the Original Transactions and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsTransactions, (xivviii) holding any transaction with the Borrower cash or any Restricted Subsidiary other Property received in respect of Dividends, to the extent expressly permitted under this Section 10 such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (xvx) any activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings The Parent will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrowers and its indirectly all other SubsidiariesEquity Interests held by the Borrowers or any Subsidiary, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreement), the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness of the Borrowers or the other Restricted Subsidiaries of the Parent permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activitiesactivities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance of securities, incurrence of unsecured securities and other unsecured holding company debt, including any Permitted Parent Holdco Financing (subject to the terms set forth in the definition thereof); provided that (x) neither the Borrowers nor any other Restricted Subsidiary of the Parent is a borrower or a guarantor with respect to such debt under this clause (a) and (y) except in respect of any Permitted Parent Holdco Financing, such debt under this clause (a) shall have a final maturity date that is after the then existing Latest Maturity Date with respect to the Term Loans, (b) receipt and payment of dividends and distributions, (c) making contributions to the capital of its Subsidiaries, Subsidiaries and (d) guaranteeing and/or incurring Liens to the extent such Liens would otherwise be permitted to be incurred pursuant to Section 7.01 as if applicable to the Parent to secure any obligations of the Borrower Borrowers and its the other Restricted Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsParent incurred pursuant to Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganizationthe Qualified IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings the Parent that becomes “New Parent” (in compliance with the definitions of “HoldingsParent” and “New HoldingsParent” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower Borrowers and the other Restricted SubsidiariesSubsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxiii) any transaction with the any Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 Article VII, (xiv) transactions in connection with a Permitted Tax Restructuring, (xv) the entering into of the Extension Guaranty and 152 Equity Pledge – Echelon, Extension Guaranty and Equity Pledge – RDW and RDW Intercreditor Agreement and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided provided, that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesSubsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreements), the Credit Documents, the ABL Credit Senior Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsSubsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, any documentation governing the ABL Credit Documents Facility, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsCapital Stock for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operations including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsBorrower, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Section 10, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary the ownership of assets owned by Holdings (in compliance with on the definitions of “Holdings” and “New Holdings” in this Agreement)Closing Date, (xii) repurchases of Indebtedness through open market purchases undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing10.7.

Permitted Activities. Holdings will Borrower shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsLandsea Homes US, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Landsea Homes US and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents and any other documents documentation governing Indebtedness that is permitted herebyunder this Agreement, any refinancing thereof and the other agreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale not prohibited by this Agreement, including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the transactions contemplated under this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, Landsea Homes US and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsLandsea Homes US, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Agreement, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary the ownership of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in assets permitted by this Agreement), and (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under activities described in this Section 10 and (xv) any activities incidental or reasonably related to the foregoing7.11.

Permitted Activities. Holdings will not (a) With respect to Parent Guarantor, engage in any material operating or business activitiesactivities or own any material assets; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and its other Subsidiariesactivities incidental thereto, including receipt and (to the extent otherwise expressly permitted hereunder) payment of Restricted Payments dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactionsthis Agreement, the other Credit Documents, the ABL Credit NPA Documents and any other documents governing Indebtedness permitted herebythe RCF Documents, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, distributions or other amounts, making contributions to the capital of its Subsidiaries, the Parent Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsBorrower, (viv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiariesany Borrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ixvi) providing indemnification to officers and directors, (xvii) activities relating providing guarantees and incurring other contingent obligations to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the extent expressly underlying obligations are otherwise permitted under the terms of this Section 10 Agreement, (viii) any transaction required in connection with the Trican Acquisition Documents, and (xvix) any activities incidental or reasonably related to the foregoing. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Parent Borrower and its consolidated Subsidiaries in accordance with Section 8.05, with respect to KGH, engage in any material operating or business activities or own any material assets; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Parent Guarantor and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance); (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of Parent Guarantor; (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, the Parent Guarantor and the Borrowers; (v) providing indemnification to officers and directors; (vi) providing of guarantees and incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement; (vii) the performance of the activities set forth on Schedule 9.21(b); (viii) any transactions required by the Trican Acquisition Documents; and (ix) any activities incidental to the foregoing.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Borrower, and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends reports to shareholders or debtholders, (vi) in connection with, and distributionsfollowing the completion of, making contributions a public offering, activities necessary or reasonably advisable for or incidental to the capital initial registration and listing of its SubsidiariesHolding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, guaranteeing (vii) activities required to comply with applicable laws, (viii)(1) incurring unsecured Indebtedness expressly subordinated in right of payment to the obligations Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other Subsidiaries and receipt obligations not constituting Indebtedness incurred by the Borrower or any of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termstheir Restricted Subsidiaries, (viix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (viix) holding any cash or property (but not operate any property)Cash Equivalents, (viiixi) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing.,

Permitted Activities. Holdings will not With respect to Holdings, notwithstanding any other provision of this Agreement or any other Loan Document to the contrary: (a) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments receiving dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to under the Transactions, the Credit Loan Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity Interests and the payment of dividends and other amounts in respect of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, guaranteeing the obligations Guarantee of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsObligations, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, directors and (xix) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the foregoing; (b) own any Equity Interests other than those of the Borrower; or (c) incur, assume or similar Investments consummated by suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Borrower and Guarantee of the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsObligations, (xivii) any transaction with the Guarantee of Indebtedness of the Borrower or any Restricted Subsidiary its Subsidiaries (to the extent expressly such Indebtedness is otherwise permitted under this Section 10 hereunder), provided if such Indebtedness is subordinated to the Obligations then such Guarantee shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative CHAR1\1970297v6 Agent and (xviii) any activities incidental or reasonably related Indebtedness owed to the foregoing.Borrower or any of its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder);

Permitted Activities. Holdings will not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its other Subsidiariesownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents Senior Notes and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity Equity Interests or any other issuance or sale of its Equity Interests, (vv)(v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends dividends, providing a performance guaranty in connection with a Permitted Securitization and distributions(x) in the case of Holdings, making contributions to the capital of its Subsidiariesthe Lead BorrowerIntermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its other Restricted Subsidiaries and receipt (y) in the case of anyIntermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the DTR Note form of an intercompany loan provided on an interest-free basis) to the capital of any other Intermediate Holding Company or the Lead Borrower and any transaction involving guaranteeing the satisfaction obligations of and the DTR Note in accordance with Lead Borrower and its termsRestricted Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesTopco, (vii) holding any cash or property (but not operate any property)) including any intercompany receivable to the extent held in accordance with an activity otherwise permitted by this Section 7.14 and the other provisions of the Credit Agreement, (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 directors and (xvix) any activities incidental or reasonably related to the foregoing. Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Lead Borrower (unless such Equity Interests are promptly contributed to the Lead Borrower) or (B) those of Topco in connection with share purchases, provided however, that includingsuch share purchases and the payments related thereto are permitted by Section 7.06.

Permitted Activities. (a) Engage in any material line of business other than any business conducted or proposed to be conducted by Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower Issuer and its other Subsidiariesactivities incidental thereto, including receipt and (to the extent otherwise expressly permitted hereunder) payment of Restricted Payments dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Note Documents, the ABL Credit First Lien Term Loan Documents and any other documents governing Indebtedness permitted herebythe Revolving Credit Documents, (iv) any public offering 60358086_160358086_13 of its common equity stock or any other issuance or sale of its Equity InterestsInterests (other than Disqualified Equity sInterests), (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, distribution or other amounts, making contributions to the capital of its Subsidiaries, the Issuer and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsIssuer, (viv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesIssuer, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ixvi) providing indemnification to officers and directors, (xvii) activities relating providing guarantees and incurrence of other contingent obligations to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the extent expressly underlying obligations are otherwise permitted under the terms of this Section 10 Agreement, (viii) any transaction required in connection with the Trican Acquisition Documents, and (xvix) any activities incidental or reasonably related to the foregoing. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance); (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of Holdings; (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, Holdings and the Issuer; (v) providing indemnification to officers and directors; (vi) providing of guarantees in respect of and incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement; (vii) the performance of the activities set forth on Schedule 7.20; (viii) any transactions required by the Trican Acquisition Documents; and (ix) any activities incidental to the foregoing.and its Restricted Subsidiaries on the Sixth Amendment Closing Date or any business that is similar, reasonably related, incidental, ancillary or complementary thereto, or is a reasonable extension, development or expansion thereof.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than: (i) the ownership and/or acquisition of the Equity Interests of the Borrower; (ii) the maintenance of its ownership legal existence, including the ability to incur fees, costs and expenses relating to such maintenance; (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating reporting related to such maintenance), matters; (iiiiv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the Senior Unsecured Notes, the Senior Secured Notes and the related guarantees, any documentation governing Additional Permitted Debt, any refinancing thereof and the other documents governing Indebtedness permitted hereby, agreements contemplated hereby and thereby; (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale permitted by this Section 6 (or that would be permitted by this Section 6 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto; (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters; (vii) providing indemnification to officers and directors and as otherwise permitted hereunder; (viii) activities incidental to the consummation of the Transactions; (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, Borrower; (x) activities relating any other transaction permitted pursuant to any Permitted Reorganization, this Section 6; (xi) mergingundertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or, amalgamating in each case, any transaction related thereto or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), contemplated thereby; and (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing6.11.

Permitted Activities. Holdings will Borrower shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsLandsea Homes US, (ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Landsea Homes US and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Loan Documents, the ABL Credit Documents and any other documents documentation governing Indebtedness that is permitted herebyunder this Agreement, any refinancing thereof and the other agreements contemplated hereby and thereby, (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale not prohibited by this Agreement, including the ability to incur costs, fees and expenses related thereto, (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the transactions contemplated under this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, Landsea Homes US and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directorsLandsea Homes US, (x) activities relating any other transaction permitted pursuant to any Permitted Reorganizationthis Agreement, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary the ownership of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in assets permitted by this Agreement), and (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under activities described in this Section 10 and (xv) any activities incidental or reasonably related to the foregoing8.11.

Permitted Activities. Holdings will not With respect to any Holding Company, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of (A) in the Borrower case of Holdings, TaxACT and its other SubsidiariesBaseball, (B) in the case of Baseball, HDV Holdings, and (C) in the case of HDV Holdings, HDVest, and, in each case, activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends and distributions, making contributions reports to the capital of its Subsidiaries, guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termsshareholders or debtholders, (vi) activities required to comply with applicable laws, (vii) (1) Guarantees in respect of Indebtedness of the Borrowers and their Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (2) guarantees of other obligations not constituting Indebtedness incurred by the Borrowers or any of their Restricted Subsidiaries, (viii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of the Holding Companies and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrowers, (viiix) holding any cash or property (but not operate any property)Cash Equivalents, (viiix) making and receiving of any Restricted Payments or Investments permitted hereunder including the formation of any Subsidiary in connection with any Investments permitted hereunder, (ixxi) entering into employment agreements and other arrangements with, including providing indemnification to to, officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases establishing and Dutch auctionsmaintaining bank accounts, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower obtainment of, and the Restricted Subsidiariespayment of any fees and expenses for, including the formation of acquisition vehicle entities management, consulting, investment banking and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary advisory services to the extent expressly otherwise permitted under by this Section 10 Agreement, and (xvxiv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note same obligations described in accordance with its termsSection 10.1(e)(iv), (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted ReorganizationReorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness 229 through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, and (xvxvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than: (i) the ownership and/or acquisition of the Equity Interests of the Borrower; (ii) the maintenance of its ownership legal existence, including the ability to Incur fees, costs and expenses relating to such maintenance; (iii) participating in tax, accounting and other administrative matters as owner of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating reporting related to such maintenance), matters; (iiiiv) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the ABL Credit Documents Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the Senior Unsecured Notes, the Senior Secured Notes and the related guarantees, any documentation governing Additional Permitted Debt, any refinancing thereof and the other documents governing Indebtedness permitted hereby, agreements contemplated hereby and thereby; (ivv) any public offering of its common equity stock or any other issuance or sale registration of its Equity InterestsInterests for sale or resale permitted by this Section 6 (or that would be permitted by this Section 6 to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto; (vvi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters; (vii) providing indemnification to officers and directors and as otherwise permitted hereunder; (viii) activities incidental to the consummation of the Transactions; (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Borrower and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, Borrower; (x) activities relating any other transaction permitted pursuant to any Permitted Reorganization, this Section 6; (xi) mergingundertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or, amalgamating in each case, any transaction related thereto or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), contemplated thereby; and (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) through (xi) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing6.11.

Permitted Activities. Holdings will shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, the Co-Borrower and its other Subsidiaries, including receipt the Company and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Loan Documents and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common equity stock or any other issuance or sale of its Equity InterestsInterests (or its direct or indirect parent), including the formation of one or more “shell” companies to facilitate any such offering or issuance, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries, the Restricted Subsidiaries guaranteeing the obligations of the Borrowers (or any Restricted Subsidiary, to the extent any Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its termswould be permitted to provide such Guarantee), (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate incidental to any property)activities permitted under this Section 7.14, (viii) making providing indemnification to officers, managers and receiving of any Restricted Payments or Investments permitted hereunderdirectors, (ix) providing indemnification to officers and directorsconsummation of the Transactions, (x) activities relating any transaction that it is permitted to enter into or consummate under ARTICLE VII (including, but not limited to, the making of any Permitted ReorganizationRestricted Payment permitted by Section 7.06 or holding of any cash or Cash Equivalents received in connection with Restricted Payments made in accordance with Section 7.06 pending application thereof in the manner contemplated by Section 7.02, the incurrence of any Indebtedness permitted to be incurred by it under Section 7.03 (including, for the avoidance of doubt, the incurrence of Subordinated Shareholder Debt) and the making of any Investment permitted to be made by it under Section 7.02) and (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing, Holdings shall not be permitted to (i) incur any Indebtedness for borrowed money; (ii) provide any Guarantee of Indebtedness for borrowed money (other than its Guarantee hereunder and other Guarantees of Indebtedness permitted hereunder to the extent the relevant providers thereof (or their representative) are required to become (and do become) parties to the Junior Lien Intercreditor Agreement or the First Lien Intercreditor Agreement, as applicable) or (iii) make any Permitted Acquisition (or any other Investment) permitted to be made by it under Section 7.02 unless Holdings shall, immediately following the closing thereof, cause all property acquired (whether assets or Equity Interests) to be contributed to a Restricted Subsidiary or such Investment represents Equity Interests of, or Loans to any Restricted Subsidiary. Holdings shall not incur any Liens on Equity Interests of the Borrower, Co-Borrower or the Company other than those for the benefit of the Obligations and the Obligations under and as defined in the Mezzanine Facility Agreement, any Permitted Second Priority Debt or any comparable term in any Permitted Refinancing thereof or any Incremental Equivalent Debt or Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower, the Co-Borrower or the Company (or any transitory shell company described above).

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common equity or any other issuance or sale of its Equity Interestsor its direct or indirect parent entity’s Stock, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries, Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note same obligations described in accordance with its termsSection 10.1(e)(iv), (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or other property (but not operate Table of Contents any property), (viii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted ReorganizationReorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), (xiixiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiiixiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xivxv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 10, and (xvxvi) any activities incidental or reasonably related to the foregoing.