Common use of Permitted Activities Clause in Contracts

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or operations other than the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or resale not prohibited by Section 10 (debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders 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 theretodebtholders, (vi) incurring feesin connection with, costs and expenses relating following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to overhead the initial registration and general operating including professional fees for legal, tax listing of Holding’s (or a direct or indirect parent’s) common stock and accounting mattersthe continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) providing indemnification activities required to officers and directors and as otherwise permitted hereundercomply with applicable laws, (viii) activities incidental to the consummation of the Transactions[reserved], (ix) financing activitiesif applicable, including the issuance of securitiesparticipating in tax, incurrence of debt, payment of dividends, making contributions to the capital accounting and other administrative matters as a member of the Borrower consolidated group of Holdings and guaranteeing the obligations of the Borrower, (x) holding any other transaction permitted pursuant to Section 10cash or Cash Equivalents, (xi) undertaking making of any Restricted Payments or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower 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, 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 Second Lien ABL Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock equity or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower and its Subsidiaries, guaranteeing the obligations of the BorrowerBorrower 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 other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby 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 businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixiv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the BorrowerBorrower and its other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries and the same obligations described in Section 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 dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization or IPO Reorganization Transaction, (xi) undertaking or consummating any IPO Reorganization activities related to (A) the Plan and the consummation of the Transactions or any transaction related thereto or 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 definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall The Parent will not conduct, transact or otherwise engage in any material operating or business activities; provided that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrowers and indirectly all other Equity 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, 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 (including under the Acquisition Agreement), the 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 activities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance 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 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 Borrowers and the other Restricted Subsidiaries of the Parent incurred pursuant to Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof consolidated group and the other agreements contemplated hereby provision of administrative and thereby, advisory services (vincluding treasury and insurance services) any public offering to its Subsidiaries of a type customarily provided by a holding company to its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersSubsidiaries, (vii) holding any cash or property (but not operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerdirectors, (x) activities relating to any other transaction permitted pursuant to Section 10Qualified IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby subsidiary of the Parent that becomes “New Parent” (in compliance with the definitions of “Parent” and “New Parent” in this Agreement), (xii) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrowers and the other Restricted Subsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiii) any transaction with any Borrower or any Restricted Subsidiary to the extent expressly permitted under this Article VII, (xiv) transactions in connection with a Permitted Tax Reorganization or Permitted IPO Reorganization and (xv) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business activities; provided, that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other Subsidiaries 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, 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 with respect to the Transactions (including under and in connection with the Acquisition Agreements), the Credit Documents, the Second Lien Credit Documents, Priority Debt Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (a direct 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 theretoindirect parent entity’s Equity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the 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 other transaction permitted pursuant to Section 10Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby 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 businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixiv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings The Company shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerCompany and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 First Lien Term Loan Credit Documents, the Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower Company and guaranteeing the obligations of the BorrowerCompany, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holding and the Company, (vii) holding any cash or property (but not operate any property), (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking merge, amalgamate or consummating consolidate with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby and subsidiary of Holdings (pursuant to the definition of “Holdings”), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions and (xiii) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerParent Borrower and its other Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, any other Indebtedness, the Investor Management Agreement and the Transactions (including the Transaction Documents), (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, payment of dividends and making contributions to the capital of the Parent Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries, (vii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Parent Borrower and reporting related to such mattersits other Subsidiaries, (ivviii) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, holding any documentation governing Permitted Other Indebtedness, cash or property (but not operate any refinancing thereof and the other agreements contemplated hereby and therebyproperty), (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (viiix) providing indemnification to officers officers, managers and directors and as otherwise permitted hereunderdirectors, (viiix) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and its other Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions and (xii) any activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings shall not conductWith respect to each Holdco, transact or otherwise engage in any material operating or business or operations other than activity; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership and/or acquisition of the Capital Stock Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second Lien Credit Documents, Senior Notes and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock Equity Interests or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of Intermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in the case of Intermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the 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 guaranteeing the obligations of and the BorrowerLead Borrower and its Restricted Subsidiaries, (xvi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Topco, (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) providing indemnification to officers and directors and (ix) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses foregoing. Notwithstanding anything herein to the contrary, (i) through no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (xiunless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of this 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 10.87.06.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the BorrowerBorrower and its other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization or IPO Reorganization Transaction, (xi) undertaking or consummating any IPO Reorganization activities related to (A) the Plan and the consummation of the Transactions or any transaction related thereto or 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 definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall not conductNotwithstanding anything to the contrary in this Section 5.3, transact until the Offer Acceptance Time, the Company and the Company Board (or otherwise engage in any business a committee thereof) may, directly or operations other than indirectly through one or more of their Representatives (including the Company Financial Advisor), following the execution of an Acceptable Confidentiality Agreement, (i) the ownership and/or acquisition of the Capital Stock of the Borrower, participate or engage in discussions or negotiations with; (ii) furnish any non-public information relating to the maintenance Company or any of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, Subsidiaries to; (iii) participating in taxafford access to the business, accounting and properties, assets, books, records or other administrative matters as owner non-public information, or to any personnel, of the Capital Stock Company or any of the Borrower and reporting related to such matters, its Subsidiaries to; or (iv) otherwise facilitate the performance making of a Superior Proposal by, in each case, any Person or its obligations under 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 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 good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (2) the failure to take the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties pursuant to applicable Law. In connection with the Credit Documentsforegoing, the Second Lien Credit DocumentsCompany will promptly (and, in any documentation governing Permitted Other Indebtednessevent, within 24 hours, whether or not such 24-hour period ends on a Business Day) provide to Parent any refinancing thereof non-public information concerning the Company and the other agreements contemplated hereby and thereby, (v) its Subsidiaries that is provided to any public offering of such Person or its common stock or any other issuance or registration of its Capital Stock for sale or resale Representatives that was not prohibited by Section 10 (or that would be permitted previously made available 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8Parent.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business activities; provided that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (ia) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrowerits 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, ), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (ivc) the performance of its obligations under and in connection with respect to the Transactions, the Credit Documents, the Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, Indebtedness permitted hereby, (vd) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 a direct or indirect parent entity’s Equity Interests, (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, (vi) 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, (ixe) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) 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 (xincluding treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any other transaction cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted pursuant hereunder, (i) providing indemnification to Section 10officers and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (xiin compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) undertaking repurchases of Indebtedness through pro rata or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby non-pro rata purchases and Dutch auctions, (xiim) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrower and 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 activities described in clauses similar Investments, (in) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10.810, and (o) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerCGI Borrower 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, 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 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 Second Lien any Term Loan Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock equity or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividendsdividends and distributions, making contributions to the capital of the Borrower and CGI Borrower, guaranteeing the obligations of 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 CGI Borrower, (vii) holding any cash or property (but not operate any property), (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby and subsidiary of Holdings (pursuant to the definition of Holdings), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by CGI Borrower and the businesses Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments and (xiv) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, the Second First Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerCGI Borrower 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, 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 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 Second Lien any Term Loan Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock equity or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividendsdividends and distributions, making contributions to the capital of the CGI Borrower and guaranteeing the obligations of CGI Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and CGI Borrower, (vii) holding any cash or property (but not operate any property), (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby and subsidiary of Holdings (pursuant to the definition of Holdings), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by CGI Borrower and the businesses Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments and (xiv) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations (including any prepayments, redemptions, purchases, defeasances and other than payments of Indebtedness); provided that the following shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock 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 Subsidiaries and Guarantees of Indebtedness set forth in clause (ii) above and the Guarantees of other obligations not constituting Indebtedness; (v) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (ivvi) the performance performing of its obligations under activities in preparation for and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) consummating any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests (or that would be permitted to other than Disqualified Equity Interests) including converting into another type of legal entity; (vii) the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary)participation in tax, accounting and other administrative matters, including the ability to incur costs, fees compliance with applicable Laws and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersmatters related thereto and activities relating to its officers, (vii) providing indemnification to officers directors, managers and directors and as otherwise permitted hereunder, employees; (viii) the holding of any cash and Cash Equivalents (but not operating any property) and (ix) the entry into and performance of its obligations with respect to contracts and other arrangements relating to the indemnification to officers, managers, directors and employees; and (xii) any activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Notwithstanding anything else herein to the contrary, Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following shall be permitted in any event, to the extent otherwise permitted hereunder: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other other unsecured Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (or that would be permitted to Equity Interests, and the extent that Holdings was considered to be maintenance and investment of any proceeds thereof, and the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) incurring feesincurrence of any liabilities, costs and expenses relating to overhead and general operating including professional fees for legalreasonably related thereto, tax and accounting matterswhether or not such equity issuance is consummated, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to the consummation of the Transactions, (ixv) financing activities, including limited to the issuance of equity securities, the incurrence of debtunsecured Indebtedness to the extent permitted under Section 7.03, the payment of dividends, making contributions to the capital of the Borrower, making Investments in the Borrower or any of its Restricted Subsidiaries and guaranteeing the obligations of the Borrower or any of its Restricted Subsidiaries on an unsecured basis, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (xvii) holding any cash or property (but not operating any property), including the opening and maintaining of bank and deposit accounts, (viii) providing indemnification to officers, managers and directors, (ix) any other transaction permitted pursuant to Section 10activities related, (xi) undertaking complementary or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses foregoing and (ix) through (xi) liabilities incidental to the conduct of this Section 10.8Holdings’ business as a holding company. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Secured Parties.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the Borrower, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower and guaranteeing the obligations of the BorrowerBorrower and the 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other 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 of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) 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, (xv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted pursuant to under this Section 10, (xixvi) undertaking or consummating making any IPO Reorganization Transactions or AHYDO Catch-Up Payments, (xvii) paying any transaction related thereto or contemplated thereby Taxes it is obligated to pay and (xiixviii) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the Parent Borrower, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the BorrowerParent Borrower and the 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other 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 of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) 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, (xv) any transaction with the Parent Borrower or any Restricted Subsidiary to the extent expressly permitted pursuant to under this Section 10, (xixvi) undertaking or consummating making any IPO Reorganization Transactions or AHYDO Catch-Up Payments, (xvii) paying any transaction related thereto or contemplated thereby Taxes it is obligated to pay and (xiixviii) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings Parent shall not conduct, transact or otherwise engage in any an business or operations or create or assume any Indebtedness other than (i) the ownership and/or acquisition of the Capital Stock all of the Borroweroutstanding Equity Interests in Holdings, Satelles, Inc., Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, participating in tax, accounting and other administrative matters as owners of the 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 owner owners of the Capital Stock Equity Interests of the Borrower Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other IndebtednessJunior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any refinancing thereof and Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the other agreements contemplated hereby and therebyObligations), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Holdings Parent was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) 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 Transactionstransactions contemplated by this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (x) filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby the performance of its obligations under employment agreements with senior executives of Parent and (xii) activities incidental to the businesses business or activities described in clauses (i) through (xi) of this Section 10.810.12.

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second Lien Credit Loan Documents, Permitted Holdings Debt and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debtIndebtedness, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower; provided that any such Indebtedness shall (a) be unsecured, (xb) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Latest Maturity Date in effect for the Term Loans on the date of incurrence of such Indebtedness, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and (ix) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) foregoing. Holdings shall not own any Equity Interests other than those of this Section 10.8the Borrower.

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact notwithstanding any other provision of this Agreement or otherwise any other Loan Document to the contrary: (a) engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, including receiving dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations under the Loan Documents, (iv) any offering of its common 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) the Guarantee of the Obligations, (vi) participating in tax, accounting and other administrative matters as owner a member of the Capital Stock consolidated group of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof Holdings and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersBorrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viiiix) any activities incidental to the consummation foregoing; (b) own any Equity Interests other than those of the TransactionsBorrower; or (c) incur, assume or suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Guarantee of the Obligations, (ixii) financing activities, including the issuance Guarantee of securities, incurrence of debt, payment of dividends, making contributions to the capital Indebtedness of the Borrower or any its Subsidiaries (to the extent 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 guaranteeing (iii) Indebtedness owed to the obligations Borrower or any of its Subsidiaries (to the Borrowerextent such Indebtedness is otherwise permitted hereunder); (d) issue Disqualified Equity Interests; and (e) create, (x) incur, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, other transaction permitted pursuant than, if Holdings we subject to Section 107.01, (xinonconsensual Liens permitted under Section 7.01 and Liens permitted under Sections 7.01(a) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8gg).

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second First Lien Credit Loan Documents, Permitted Holdings Debt and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debtIndebtedness, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower; provided that any such Indebtedness shall (a) be unsecured, (xb) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Latest Maturity Date in effect for the Loans on the date of incurrence of such Indebtedness, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and (ix) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) foregoing. Holdings shall not own any Equity Interests other than those of this Section 10.8the Borrower.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the Borrower, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower and guaranteeing the obligations of the BorrowerBorrower and the 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other 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 of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) 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, (xv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted pursuant to under this Section 10, (xixvi) undertaking or consummating making any IPO Reorganization Transactions or AHYDO Catch-Up Payments, (xvii) paying any transaction related thereto or contemplated thereby Taxes it is obligated to pay, (xviii) consummation of any Permitted Change of Control and (xii) activities incidental to the businesses 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 (xix) any activities incidental or activities described in clauses (i) through (xi) of this Section 10.8reasonably related to the foregoing.

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or operations other than the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or resale not prohibited by Section 10 (debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders 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 theretodebtholders, (vi) incurring feesin connection with, costs and expenses relating following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to overhead the initial registration and general operating including professional fees for legal, tax listing of Holding’s (or a direct or indirect parent’s) common stock and accounting mattersthe continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) providing indemnification activities required to officers and directors and as otherwise permitted hereundercomply with applicable laws, (viiiviii)(1) activities incidental incurring unsecured Indebtedness expressly subordinated in right of payment to the consummation 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 TransactionsBorrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) financing activitiesif applicable, including the issuance of securitiesparticipating in tax, incurrence of debt, payment of dividends, making contributions to the capital accounting and other administrative matters as a member of the Borrower consolidated group of Holdings and guaranteeing the obligations of the Borrower, (x) holding any other transaction permitted pursuant to Section 10cash or Cash Equivalents, (xi) undertaking making of any Restricted Payments or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings The Borrower shall not conduct, transact or otherwise engage in directly operate any material business or operations other than directly own any Oil and Gas Properties; provided that, for the avoidance of doubt, the following (and activities incidental thereto) shall not constitute the operation of a business and shall in all cases be permitted: (i) the its direct or indirect ownership and/or acquisition of the Capital Stock Equity Interests of the Borrowerits Subsidiaries or any other Person, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) participating in taxthe entering into, 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 the Credit Documentsrespect to, the Second Lien Credit Documents, Loan Documents and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyconsummation of the Transactions, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock Equity Interests (including, for sale the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or resale not prohibited by Section 10 (sale, the making of any dividend or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiarydistribution 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), including the ability to incur costs, fees and expenses related thereto, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the Borrowerits Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member of a consolidated group, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (vii) holding any cash equivalents (including Permitted Investments), (viii) holding any other property received by it as a distribution from any of its subsidiaries and making further distributions with such property, (ix) providing indemnification to officers, managers and directors, (x) any holding director and shareholder meetings, preparing organizational records and other transaction permitted pursuant organizational activities required to Section 10maintain its separate organizational structure or to comply with applicable law, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction filing tax reports and paying taxes and other customary obligations related thereto or contemplated thereby in the ordinary course (and contesting any taxes), (xii) entering into and performance of obligations with respect to contracts and other arrangements in connection with the activities contemplated by this Section 10.14, (xiii) the preparation of reports to Governmental Authorities and to its shareholders, (xiv) the performance of obligations under and compliance with its organizational documents, any 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 activities of its Subsidiaries; (xv) the entry into and performance of obligations under and compliance with Secured Hedge Agreements to the extent permitted under the Credit Documents; and (xvi) any activities incidental to the businesses foregoing or activities described in clauses (i) through (xi) customary for passive holding companies. The Borrower shall not incur any Liens on Equity Interests of this Section 10.8its 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 shall not conductWith respect to Holdings, transact or otherwise engage in any operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second Lien Revolving Credit Documents, any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests, (or that would be permitted to the extent that Holdings was considered to be v) (1) guaranties in respect of Indebtedness of the Borrower and/or a and its Restricted Subsidiary)Subsidiaries permitted under Section 6.01, including any Refinancing Indebtedness thereof and (2) guaranties of other obligations not constituting Indebtedness incurred by the ability to incur costs, fees and expenses related theretoBorrower or any of its Restricted Subsidiaries, (vi) incurring feesif applicable, costs participating in Tax, accounting and expenses relating to overhead other administrative matters as a member of the consolidated group of Holdings and general operating including professional fees for legal, tax and accounting mattersthe Borrower, (vii) holding any cash or Cash Equivalents, (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerdirectors, (x) any entering into employment agreements, stock option and stock ownership plans and other transaction permitted pursuant to Section 10similar and customary arrangements with officers, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby and (xiixi) any activities incidental or reasonably related to the businesses or activities described foregoing. Notwithstanding the foregoing in clauses (i) through (xi) of this Section 10.86.11, 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 shall not conduct, transact or otherwise engage in any business or operations other than than: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, ; (ii) the maintenance of its legal existence, including the ability to incur Incur fees, costs and expenses relating to such maintenance, ; (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock Equity Interests of the Borrower and reporting related to such matters, ; (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit DocumentsSenior 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 Other IndebtednessDebt, any refinancing thereof and the other agreements contemplated hereby and thereby, ; (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited permitted by this Section 10 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, ; (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, ; (x) any other transaction permitted pursuant to this Section 10, 6; (xi) undertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or or, in each case, any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.thereby; and

Permitted Activities. Holdings For the avoidance of doubt, it is understood and agreed that nothing contained in this Agreement shall not conductrestrict the Manager, transact its employees, its agents or otherwise engage its Affiliates (or impose a duty on the Manager or any such other Person to refrain) from engaging in any business relating to managing, for itself, its Affiliates or operations other than 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 of the Obligors, subject only to the restrictions set forth below in items (i) the ownership and/or acquisition of the Capital Stock of the Borrower), (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax(“Permitted Activities”). In the conduct of Permitted Activities the Manager agrees that (i) if the Manager arranges for a lease of a tenant site asset with a tenant that is also a Tenant under a Tenant Lease, accounting such new lease will be separate from and other administrative matters as owner independent of the Capital Stock of Tenant Lease(s) between the Borrower Tenant and reporting the related to such mattersAsset Entity, (ivii) the performance unless a Tenant Site Asset has been disposed of its obligations under and or terminated by an Asset Entity in connection accordance with the Credit Indenture and the other Transaction Documents, the Second Lien Credit DocumentsManager will not solicit a Tenant to terminate a Tenant Lease for a Tenant Site Asset and replace such Tenant Lease with a tenant site asset owned, leased or managed by a Person that is not an Asset Entity and (iii) in all cases the Manager shall perform its duties and obligations hereunder in accordance with the Operation Standards notwithstanding any documentation governing Permitted Other Indebtednesspotential conflicts of interest that may arise, including any refinancing thereof and relationship that the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or Manager may have with any other issuance or registration owners of its Capital Stock for sale or resale not prohibited by Section 10 (or tenant site assets 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8it manages.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (ia) the ownership and/or acquisition of the Capital Stock of the U.S. Borrower, Spinco, the Spinco Borrower and the other Subsidiaries, (iib) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iiic) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (ivd) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, Documents and any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated not prohibited hereby and thereby, (ve) any public offering of its common stock or any other issuance or registration of its Capital 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)10, including the ability to incur costs, fees and expenses related thereto, (vif) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (viig) providing indemnification to officers and directors and as otherwise permitted hereunderdirectors, (viiih) activities incidental to the consummation of the TransactionsTransactions and any other transaction contemplated by a Credit Document (including Amendment No. 4 and Amendment No. 5), (ixi) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the U.S. Borrower, Spinco, the Spinco Borrower and other Subsidiaries and guaranteeing the obligations of the BorrowerBorrowers and the other Subsidiaries, (xj) activities relating and incidental to being a public company (including compliance with the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), (k) any other transaction permitted pursuant to this Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby 10 and (xiil) activities incidental to the businesses or activities described in clauses (ia) through (xik) of this Section 10.8.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, the Second First Lien Credit Documents, the ABL Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Lead Borrower, (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 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 the Credit Documents, the First Lien Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited permitted by Section 10 (or that would be permitted by Section 10 to the extent that Holdings was considered to be the a Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) 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, payment of dividends, making contributions to the capital of the Lead Borrower and guaranteeing the obligations of the BorrowerBorrowers, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business activities; provided, that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other Subsidiaries 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, 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 with respect to the Transactions (including under and in connection with the Acquisition Agreements), the Credit Documents, the Second Lien Credit Documents, Priority Debt Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (a direct 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 theretoindirect parent entity’s Equity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the 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 other transaction permitted pursuant to Section 10Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby 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 businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixiv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary 237 LEGAL_US_E # 167910103.1167910103.8 to the extent expressly permitted under this Section 10.810 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business activities; provided, that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other Subsidiaries 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, 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 with respect to the Transactions (including under and in connection with the Acquisition Agreements), the Credit Documents, the Second Lien Credit Documents, Senior Debt Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (a direct 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 theretoindirect parent entity’s Equity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the 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 other transaction permitted pursuant to Section 10Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby 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 businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixiv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. (a) Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other 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 owner a member of the Capital Stock consolidated group of Holdings (and any direct or indirect parent thereof) and the Borrower and reporting related to such mattersother Companies, (iv) the performance of its obligations under and in connection with the Credit Loan Documents, the Second Lien Credit Documents, Note Documents or any documentation governing Permitted Other Indebtednessany 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 than the incurrence of any refinancing thereof and Indebtedness for borrowed money in respect of which Holdings is the other agreements contemplated hereby and therebyprimary obligor), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests 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)resale, including the ability to incur 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 Indebtedness and Liens, 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersissues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise permitted hereundercontemplated in Section 6.09, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerholding any cash or property (but not operate any property), (x) making and receiving of any other transaction Investments permitted pursuant to Section 10hereunder, (xi) undertaking or consummating any IPO activities in connection with the Post-Closing Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) through 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 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 (but not the incurrence of any Indebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vi) providing indemnification to officers and directors and as otherwise contemplated in Section 10.86.09, (vii) activities incidental to the consummation of the Transactions, (viii) holding any cash or other Property received in respect of Dividends, to the extent such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (x) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or operations other than the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or resale not prohibited by Section 10 (debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders 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 theretodebtholders, (vi) incurring feesin connection with, costs and expenses relating following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to overhead the initial registration and general operating including professional fees for legal, tax listing of Holding’s (or a direct or indirect parent’s) common stock and accounting mattersthe continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) providing indemnification activities required to officers and directors and as otherwise permitted hereundercomply with applicable laws, (viii) activities incidental to the consummation of the Transactions[reserved], (ix) financing activitiesif applicable, including the issuance of securitiesparticipating in tax, incurrence of debt, payment of dividends, making contributions to the capital accounting and other administrative matters as a member of the Borrower consolidated group of Holdings and guaranteeing the obligations of the Borrower, (x) holding any other transaction permitted pursuant to Section 10cash or Cash Equivalents, (xi) undertaking making of any Restricted Payments or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and Investments permitted hereunder, (xii) entering into - 146 - employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings Borrower shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerLandsea Homes US, (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 owner of the Capital Stock Equity Interests of the Borrower Landsea Homes US and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Loan Documents, any documentation governing Permitted Other IndebtednessIndebtedness that is permitted under this Agreement, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests 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)this Agreement, including the ability to incur costs, fees and expenses related thereto, (vi) 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 Transactionstransactions contemplated under this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower Landsea Homes US and guaranteeing the obligations of the BorrowerLandsea Homes US, (x) any other transaction permitted pursuant to Section 10this Agreement, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby the ownership of assets permitted by this Agreement, and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.88.11.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, any documentation governing the Second Lien Credit DocumentsABL Facility, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (xi) the ownership of assets owned by Holdings on the Closing Date, (xii) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xiixiii) activities incidental to the businesses or activities described in clauses (i) through (xixii) of this Section 10.810.7.

Permitted Activities. Holdings shall not conductWith respect to each Holdco, transact or otherwise engage in any material operating or business or operations other than activity; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership and/or acquisition of the Capital Stock Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second Lien Credit Documents, Senior Notes and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock Equity Interests or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv)(v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of the Lead BorrowerIntermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in the case of anyIntermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the 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 guaranteeing the obligations of and the BorrowerLead Borrower and its Restricted Subsidiaries, (xvi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Topco, (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) providing indemnification to officers and directors and (ix) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses foregoing. Notwithstanding anything herein to the contrary, (i) through no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (xiunless such Equity Interests are promptly contributed to the Lead Borrower and (ii) Holdings shall not own any Equity Interests other than (A) those of this 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 10.87.06.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than than: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, ; (ii) the maintenance of its legal existence, including the ability to incur Iincur fees, costs and expenses relating to such maintenance, ; (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock Equity Interests of the Borrower and reporting related to such matters, ; (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit DocumentsSenior 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 Other IndebtednessDebt, any refinancing thereof and the other agreements contemplated hereby and thereby, ; (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited permitted by this Section 10 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, ; (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, ; (x) any other transaction permitted pursuant to this Section 10, 6; (xi) undertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or or, in each case, any transaction related thereto or contemplated thereby and thereby; and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.86.11.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, the Second Lien Credit Documents, the ABL Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited 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, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.

Permitted Activities. Holdings shall not conduct(a) With respect to Holdings, transact or otherwise (A) engage in any material operating or business activities or operations other than own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrowers and activities incidental thereto (to the extent otherwise expressly permitted hereunder), including payment of dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to this Agreement, the Credit Other Documents, the Second Lien Credit Note Documents and the Term Loan Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or resale not prohibited by Section 10 other amounts, making contributions to the capital of any Borrower and guaranteeing the obligations of any Borrower, (or that would be permitted v) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and any Borrower, (vi) providing indemnification to officers and directors and, (vii) the providing of guarantees and incurrence of 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, (viii) any transaction required in connection with the Trican Acquisition Documents, as in effect on the Third Amendment Closing Date and (ix) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in any Borrower. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrowers and itstheir 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 was considered to be and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests,; (ii) the Borrower and/or a Restricted Subsidiary), maintenance of its legal existence (including the ability to incur costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matterssuch maintenance), (viiiii) providing indemnification to officers and directors and as otherwise permitted hereunder, any public offering of its common stock or any other issuance or sale of its Equity Interests (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debtother 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 Borrower consolidated group of KGH, Holdings and guaranteeing the Borrowers, (v) providing indemnification to officers and directors, (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the Borrower, aggregate amount of guaranteed obligations shall not exceed $1,000,000 at any time outstandingand 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; (xvii) the performance of the activities set forth on Schedule 7.21; (viii) any other transaction permitted pursuant to Section 10transactions required by the Trican Acquisition Documents, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby as in effect on the Third Amendment Closing Date and (xiiviix) any activities incidental to the businesses or activities described foregoing and (B) own any Equity Interests other than Equity Interests in clauses (i) through (xi) of this Section 10.8any Borrower.

Permitted Activities. Holdings shall not conduct(a) With respect to Parent Guarantor, transact or otherwise engage in any material operating or business activities or operations other than own any material assets; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerParent Borrower and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to this Agreement, the other Credit Documents, the Second Lien Credit NPA Documents and the RCF Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiaryother than Disqualified Equity Interests), including the ability to incur costs, fees and expenses related thereto, (vi) 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, payment of dividends, distributions or other amounts, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the any Borrower, (xv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and any Borrower, (vi) providing indemnification to officers and directors, (vii) providing 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, (viii) any other transaction permitted pursuant to Section 10required in connection with the Trican Acquisition Documents, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xiiix) any activities incidental to the businesses 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 described or own any material assets; provided, that the following and any activities incidental thereto shall be permitted in clauses any event: (i) through 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; (xiii) 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 Section 10.8Agreement; (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 shall not conductWith respect to Holdings, transact notwithstanding any other provision of this Agreement or otherwise any other Loan Document to the contrary: (a) engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, including receiving dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations under the Loan Documents, (iv) any offering of its common 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) the Guarantee of the Obligations, (vi) participating in tax, accounting and other administrative matters as owner a member of the Capital Stock consolidated group of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof Holdings and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersBorrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viiiix) any activities incidental to the consummation foregoing; (b) own any Equity Interests other than those of the TransactionsBorrower; or (c) incur, assume or suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Guarantee of the Obligations, (ixii) financing activities, including the issuance Guarantee of securities, incurrence of debt, payment of dividends, making contributions to the capital Indebtedness of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby its Subsidiaries (to the extent 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 CHAR1\1970297v6 Agent and (xiiiii) activities incidental Indebtedness owed to the businesses Borrower or activities described in clauses any of its Subsidiaries (i) through (xi) of this Section 10.8.to the extent such Indebtedness is otherwise permitted hereunder);

Permitted Activities. Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or operations other than the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or resale not prohibited by Section 10 (debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders 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 theretodebtholders, (vi) incurring feesin connection with, costs and expenses relating following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to overhead the initial registration and general operating including professional fees for legal, tax listing of Holding’s (or a direct or indirect parent’s) common stock and accounting mattersthe continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) providing indemnification activities required to officers and directors and as otherwise permitted hereundercomply with applicable laws, (viiiviii)(1) activities incidental incurring unsecured Indebtedness expressly subordinated in right of payment to the consummation 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 TransactionsBorrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) financing activitiesif applicable, including the issuance of securitiesparticipating in tax, incurrence of debt, payment of dividends, making contributions to the capital accounting and other administrative matters as a member of the Borrower consolidated group of Holdings and guaranteeing the obligations of the Borrower, (x) holding any other transaction permitted pursuant to Section 10cash or Cash Equivalents, (xi) undertaking making of any Restricted Payments or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.Investments permitted hereunder,

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (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 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 the Credit Documents, the Second Lien Term Loan Credit DocumentsAgreement and any documentation related thereto, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (xi) the ownership of assets owned by Holdings on the Closing Date, (xii) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xiixiii) activities incidental to the businesses or activities described in clauses (i) through (xixii) of this Section 10.810.7.

Permitted Activities. Holdings shall Avaya will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the BorrowerCompany, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Credit DocumentsTransactions, the Second Lien Credit Documents, Note Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower Company and guaranteeing the obligations of the BorrowerCompany and the 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking or consummating any IPO Reorganization activities related to the Plan and the consummation of the Transactions or any transaction related thereto or and activities contemplated thereby and thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent of Avaya, (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Investments in connection with acquisitions consummated by the businesses Company and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Investments, (xv) any transaction with the Company or any Restricted Subsidiary to the extent expressly permitted under this Article 5, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay, (xviii) [reserved] and (xix) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall The Parent will not conduct, transact or otherwise engage in any material operating or business activities; provided that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrowers and indirectly all other Equity 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, 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 (including under the Acquisition Agreement), the 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 activities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance 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 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 Borrowers and the other Restricted Subsidiaries of the Parent incurred pursuant to Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof consolidated group and the other agreements contemplated hereby provision of administrative and thereby, advisory services (vincluding treasury and insurance services) any public offering to its Subsidiaries of a type customarily provided by a holding company to its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersSubsidiaries, (vii) holding any cash or property (but not operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerdirectors, (x) any other transaction permitted pursuant activities relating to Section 10the Qualified IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby subsidiary of the Parent that becomes “New Parent” (in compliance with the definitions of “Parent” and “New Parent” in this Agreement), (xii) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrowers and the other Restricted Subsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiii) any transaction with any Borrower or any Restricted Subsidiary to the extent expressly permitted under this 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 (xvi) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings Parent shall not conduct, transact or otherwise engage in any an business or operations or create or assume any Indebtedness other than (i) the ownership and/or acquisition of the Capital Stock all of the Borroweroutstanding Equity Interests in Holdings, Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, participating in tax, accounting and other administrative matters as owners of the Equity Interests of Holdings, Syncom-Iridium Holdings Corp. and Iridium Blocker-B Inc., (iii) participating in tax, accounting and other administrative matters as owner owners of the Capital Stock Equity Interests of the Borrower Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other IndebtednessJunior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any refinancing thereof and Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the other agreements contemplated hereby and therebyObligations), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Holdings Parent was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) 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 Transactionstransactions contemplated by this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (x) filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby the performance of its obligations under employment agreements with senior executives of Parent and (xii) activities incidental to the businesses business or activities described in clauses (i) through (xi) of this Section 10.810.12.

Permitted Activities. (a) Engage in any material line of business other than any business conducted or proposed to be conducted by Holdings shall not conductWith respect to Holdings, transact or otherwise engage in any material operating or business activities or operations other than own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerIssuer and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Note Documents, the First Lien Term Loan Documents and the Revolving Credit Documents, (iv) any public offering 60358086_160358086_13 of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity sInterests), payment of dividends, distribution or other amounts, making contributions to the capital of the Issuer and guaranteeing the obligations of the Issuer, (v) participating in tax, accounting and other administrative matters as owner a member of the Capital Stock consolidated group of KGH and the Borrower and reporting related to such mattersIssuer, (ivvi) providing indemnification to officers and directors, (vii) providing guarantees and incurrence of other contingent obligations to the performance 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 its obligations under and this Agreement, (viii) any transaction required in connection with the Credit Trican Acquisition Documents, and (ix) any activities incidental to the Second Lien Credit Documentsforegoing. (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, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebywith respect to KGH, (vA) 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 registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiaryother than Disqualified Equity Interests), including the ability to incur costs, fees and expenses related thereto, (vi) 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, payment of dividends, distributions or other amounts, making contributions to the capital of the Borrower Holdings; (iv) participating in tax, accounting and guaranteeing the obligations other administrative matters as a member of the Borrowerconsolidated group of KGH, Holdings and the Issuer; (xv) 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 other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby transactions required by the Trican Acquisition Documents; and (xiiix) any activities incidental to the businesses foregoing.and its Restricted Subsidiaries on the Sixth Amendment Closing Date or activities described in clauses (i) through (xi) of this Section 10.8any business that is similar, reasonably related, incidental, ancillary or complementary thereto, or is a reasonable extension, development or expansion thereof.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the BorrowerBorrower and its other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries and the same obligations described in Section 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 dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization or IPO Reorganization Transaction, (xi) undertaking or consummating any IPO Reorganization activities related to (A) the Plan and the consummation of the Transactions or any transaction related thereto or 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 definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the BorrowerBorrower and its other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries and the same obligations described in Section 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 dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization or IPO Reorganization Transaction, (xi) undertaking or consummating any IPO Reorganization activities related to (A) the Plan and the consummation of the Transactions or any transaction related thereto or 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 definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness 229 through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10.810, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than than: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, ; (ii) the maintenance of its legal existence, including the ability to incur Incur fees, costs and expenses relating to such maintenance, ; (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock Equity Interests of the Borrower and reporting related to such matters, ; (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit DocumentsSenior 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 Other IndebtednessDebt, any refinancing thereof and the other agreements contemplated hereby and thereby, ; (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited permitted by this Section 10 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, ; (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, ; (x) any other transaction permitted pursuant to this Section 10, 6; (xi) undertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or or, in each case, any transaction related thereto or contemplated thereby and thereby; and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.86.11.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, the Co-Borrower and the Company and activities incidental thereto, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiaryits direct or indirect parent), including the ability formation of one or more “shell” companies to incur costs, fees and expenses related theretofacilitate any such offering or issuance, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and Restricted Subsidiaries guaranteeing the obligations of the BorrowerBorrowers (or any Restricted Subsidiary, to the extent any Borrower would be permitted to provide such Guarantee), (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Subsidiaries, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors, (ix) consummation of the Transactions, (x) any other transaction that it is permitted pursuant to enter into or consummate under ARTICLE VII (including, but not limited to, the making of any Restricted Payment permitted by Section 107.06 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) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses foregoing. Notwithstanding the foregoing, Holdings shall not be permitted to (i) through incur any Indebtedness for borrowed money; (xiii) provide any Guarantee of this 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 10.87.02 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 Borrower shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerLandsea Homes US, (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 owner of the Capital Stock Equity Interests of the Borrower Landsea Homes US and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Loan Documents, any documentation governing Permitted Other IndebtednessIndebtedness that is permitted under this Agreement, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests 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)this Agreement, including the ability to incur costs, fees and expenses related thereto, (vi) 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 Transactionstransactions contemplated under this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower Landsea Homes US and guaranteeing the obligations of the BorrowerLandsea Homes US, (x) any other transaction permitted pursuant to Section 10this Agreement, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby the ownership of assets permitted by this Agreement, and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.87.11.

Permitted Activities. Holdings shall If permitted or not conductrestricted by the terms of the Facility Agreement, transact the Debtors may, at any time, without the consent of the Lender: (a) lease, sell, license, consign or otherwise engage deal with items of Inventory in any the ordinary course of its business or operations other than if so permitted or not restricted under the terms of the Facility Agreement so that the purchaser thereof takes title clear of the security interest created by this Agreement but (i) all rights of such Debtor as vendor, lessor, licensor or consignor shall be subject to the ownership and/or acquisition of the Capital Stock of the Borrower, security interest created by this Agreement and (ii) if such sale, lease or other dealing with results in an Account, such Account shall be subject to the maintenance security interest created by this Agreement; (b) lease, sell or otherwise dispose of its legal existenceEquipment; (c) continue to collect, including the ability at its own expense, all amounts due or to incur fees, costs and expenses relating become due to such maintenance, (iii) participating in tax, accounting and other administrative matters as owner of Debtor under the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under Accounts; and in connection with such collections, take such action as such Debtor or the Credit DocumentsLender, as the Second Lien Credit Documentscase may be, may deem necessary or advisable to enforce collection of the Accounts; provided, however, that the Lender shall have the right at any documentation governing Permitted Other Indebtedness, time upon and after the security hereby constituted becoming enforceable to notify the account debtors or obligors under any refinancing thereof and Accounts of the other agreements contemplated hereby and thereby, (v) any public offering assignment of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by Section 10 (or that would be permitted such Accounts to the extent that Holdings was considered Lender and to be the Borrower and/or a Restricted Subsidiary), including the ability direct such account debtors or obligors to incur costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating make payment of all amounts due or to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification become due to officers and directors and as otherwise permitted hereunder, (viii) activities incidental such Debtor thereunder directly to the consummation Lender and to give valid and binding receipts and discharges therefor and in respect thereof and, upon such notification and at the expense of such Debtor, to enforce collection of any such Accounts, and to adjust, settle or compromise the Transactionsamount or payment thereof, (ix) financing activities, including in the issuance of securities, incurrence of debt, payment of dividends, making contributions same manner and to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8same extent as such Debtor might have done.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock of the Borrower, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of Stock, (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 Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (its direct 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 theretoindirect parent entity’s Stock, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower and guaranteeing the obligations of the BorrowerBorrower and the 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 Subsidiaries, (vii) holding any cash or other property (but not operate any property), (viii) making and receiving of any dividends, payments in respect of Indebtedness or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other 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 of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) 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, (xv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted pursuant to under this Section 10, (xixvi) undertaking or consummating making any IPO Reorganization Transactions or AHYDO Catch-Up Payments, (xvii) paying any transaction related thereto or contemplated thereby Taxes it is obligated to pay and, (xviii) consummation of any Permitted Change of Control and (xii) activities incidental to the businesses 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 (xix) any activities incidental or activities described in clauses (i) through (xi) of this Section 10.8reasonably related to the foregoing.

Permitted Activities. Holdings shall not conduct(a) With respect to Holdings, transact or otherwise (A) engage in any material operating or business activities or operations other than own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerIssuer and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Note Documents, the First Lien Term Loan Documents and in connection with the Revolving Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 Equity Interests (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiaryother than Disqualified Equity Interests), including the ability to incur costs, fees and expenses related thereto, (vi) 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, payment of dividends, distributions or other amounts, making contributions to the capital of the Borrower Issuer and guaranteeing the obligations of the BorrowerIssuer, (xv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the Issuer, (vi) providing indemnification to officers and directors and, (vii) providing guarantees and incurrence of 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, (viii) any other transaction permitted pursuant to Section 10required in connection with the Trican Acquisition Documents, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xiiix) any activities incidental to the businesses foregoing and (B) own any Equity Interests other than Equity Interests in the Issuer. (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 described or own any material assets; provided that the following and any activities incidental thereto shall be permitted in clauses any event: (i) through 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,; (xiii) 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) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of such guaranteed obligations shall not exceed $1,000,000 at any time outstandingand 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) (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 (y) 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 10.87.7, 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 to the foregoing and (B) own any Equity Interests other than Equity Interests of Holdings.

Permitted Activities. Holdings shall not conductWith respect to any Holding Company, transact or otherwise engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or operations other than the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of (A) in the Borrowercase of Holdings, TaxACT and Baseball, (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 payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (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 owner a member of the Capital Stock consolidated group of the Borrower Holding Companies and reporting related to such mattersthe Borrowers, (ivix) holding any cash or Cash Equivalents, (x) making of any Restricted Payments or Investments permitted hereunder including the performance formation of its obligations under and any Subsidiary in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital 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, (vi) 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 Investments permitted hereunder, (viiixi) activities incidental to the consummation of the Transactions, (ix) financing activitiesentering into employment agreements and other arrangements with, including the issuance of securitiesproviding indemnification to, incurrence of debtofficers and directors, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) establishing and maintaining bank accounts, (xiii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, and (xiv) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. Holdings The Company shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerCompany and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 First Lien Term Loan Credit Documents, the Second Lien Credit Documents, Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower Company and guaranteeing the obligations of the BorrowerCompany, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holding and the Company, (vii) holding any cash or property (but not operate any property), (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any other transaction permitted pursuant to Section 10Permitted Reorganization, (xi) undertaking merge, amalgamate or consummating consolidate with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby and subsidiary of Holdings (pursuant to the definition of "Holdings"), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions and (xiii) any activities incidental or reasonably related to the businesses or activities described in clauses (i) through (xi) of this Section 10.8foregoing.

Permitted Activities. (a) Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other 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 owner a member of the Capital Stock consolidated group of Holdings (and any direct or indirect parent thereof) and the Borrower and reporting related to such mattersother Companies, (iv) the performance of its obligations under and in connection with the Credit Loan Documents, the Second Lien Credit Documents, Senior Priority Debt Documents or any documentation governing Permitted Other Indebtednessany 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 than the incurrence of any refinancing thereof and Indebtedness for borrowed money in respect of which Holdings is the other agreements contemplated hereby and therebyprimary obligor), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests 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)resale, including the ability to incur 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 Indebtedness and Liens, 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersissues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise permitted hereundercontemplated in Section 6.09, (viii) activities incidental to the consummation of the Original Transactions and the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerholding any cash or property (but not operate any property), (x) making and receiving of any other transaction Investments permitted pursuant to Section 10hereunder, (xi) undertaking or consummating any IPO activities in connection with the Post-Closing Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) through 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 other Companies, (iv) the performance of its obligations under and in connection with the Loan Documents, the First 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 (but not the incurrence of any Indebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vi) providing indemnification to officers and directors and as otherwise contemplated in Section 10.86.09, (vii) activities incidental to the consummation of the Original Transactions and the Transactions, (viii) holding any cash or other Property received in respect of Dividends, to the extent such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (x) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and activities incidental thereto, (ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents or the Senior Unsecured Notes Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) payment of dividends or making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as owner of the Capital Stock Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to 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 reporting related 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 Subsidiaries to, from and after the Closing Date until the consummation of 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 mattersnon-consensual Lien permitted by Section 7.01); make any Investments (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), (ivc), (d), (f), (g), (h), (i) and (m)); prepay, redeem, purchase, defease or otherwise satisfy prior to the performance scheduled maturity thereof in any manner any Junior Financing or make any payment in violation of its obligations under and 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 Credit Documentsconsummation 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 Second Lien Credit DocumentsBorrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent 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 documentation governing Permitted Other Indebtednesssuch reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock 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 issuance or registration of its Capital Stock for sale or resale not prohibited by Section 10 Loan Document; provided that (or that would be permitted 1) with respect to Restricted Payments made after such reinstatement, the extent that Holdings was considered amount available to be made as Restricted Payments will be calculated as though the Borrower and/or a Restricted Subsidiarycovenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) 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), including the ability to incur costs, fees ; and expenses related thereto, (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x3) any other transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 10, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.87.08(h).

Permitted Activities. Holdings With respect to each Holdco, each Holdco shall not conduct, transact or otherwise engage in any material operating or business or operations other than activity; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership and/or acquisition of the Capital Stock Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence, 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 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 Credit Loan Documents, the Second Lien Credit Documents, Prepetition Senior Notes and any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock Equity Interests or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of any Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in the case of any Intermediate Holding Company, making contributions (including any contribution or transfer made in the 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 guaranteeing the obligations of and the BorrowerLead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent, (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) providing indemnification to officers and directors, (ix) in the case of Holdings, the incurrence of Indebtedness under that certain Loan Agreement dated as of September 8, 2023, by and between LuxCo Finance, as lender, and Holdings, as borrower, in an aggregate principal amount equal to $128,865,980, as in effect on December 12, 2024, so long as such Indebtedness (I) is not guaranteed by any Loan Party or Restricted Subsidiary, (II) is unsecured, (III) has a final scheduled maturity date after the Latest Maturity Date, (IV) has a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the 2021 Incremental Term Loans, the 2023 Term Loans or any Extended Term Loans as to which the 2021 Incremental Term Loans or the 2023 Term Loans were the Existing Term Loan Tranche, (V) has no scheduled amortization, payments of interest in cash, payments of principal or any mandatory redemption, repurchase, prepayment or sinking fund obligations, in each case, prior to the Latest Maturity Date and (VI) is subject to a Subordination Agreement, (x) any other transaction permitted pursuant to Section 10[reserved], (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby in connection with the consummation of the Transactions, and (xii) in each case, any activities incidental to the businesses or activities described in clauses foregoing. Notwithstanding anything herein to the contrary, (i) through no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (xiunless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of this an Intermediate Holding Company or the Lead Borrower (unless such Equity Interests are promptly contributed to the Lead Borrower) or (B) those of Parent in connection with share purchases, provided however, that such share purchases and the payments related thereto are permitted by Section 10.87.06.

Permitted Activities. Holdings Parent shall not conduct, transact or otherwise engage in any an business or operations or create or assume any Indebtedness other than (i) the ownership and/or acquisition of the Capital Stock all of the Borroweroutstanding Equity Interests in Holdings, Satelles, Inc., Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, participating in tax, accounting and other administrative matters as owners of the 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 owner owners of the Capital Stock Equity Interests of the Borrower Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other IndebtednessJunior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any refinancing thereof and Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the other agreements contemplated hereby and therebyObligations), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Holdings Parent was considered to be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) 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 Transactionstransactions contemplated by this Agreement, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (x) any other transaction permitted pursuant to this Section 10, (x) filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby the performance of its obligations under employment agreements with senior executives of Parent and (xii) activities incidental to the businesses or business or, activities described in clauses (i) through (xi) of this Section 10.810.12 or the making or receiving of any Restricted Payments or Investments permitted hereunder.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than than: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, ; (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 owner of the Capital Stock Equity Interests of the Borrower and reporting related to such matters, ; (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit DocumentsSenior 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 Other IndebtednessDebt, any refinancing thereof and the other agreements contemplated hereby and thereby, ; (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited permitted by this Section 10 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, ; (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, ; (x) any other transaction permitted pursuant to this Section 10, 6; (xi) undertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or or, in each case, any transaction related thereto or contemplated thereby and thereby; and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.86.11.

Permitted Activities. Holdings shall will not conduct, transact or otherwise engage in any material operating or business activities; provided, that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other Subsidiaries 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, 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 with respect to the Transactions (including under and in connection with the Acquisition Agreements), the Credit Documents, the Second Lien Credit Documents, Priority Debt Documents and any documentation other documents governing Permitted Other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and therebyIndebtedness permitted hereby, (viv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or registration sale of its Capital Stock for sale or resale not prohibited by Section 10 (a direct 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 theretoindirect parent entity’s Equity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrower its Subsidiaries and guaranteeing the obligations of the BorrowerBorrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the 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 other transaction permitted pursuant to Section 10Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby 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 businesses Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or activities described in clauses similar Investments, (ixiv) through (xi) of any transaction with the Borrower or any Restricted Subsidiary to the extent 192 expressly permitted under this Section 10.810 and (xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings shall not conduct, transact or otherwise engage in any business or operations other than than: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower, ; (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 owner of the Capital Stock Equity Interests of the Borrower and reporting related to such matters, ; (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit DocumentsSenior 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 Other IndebtednessDebt, any refinancing thereof and the other agreements contemplated hereby and thereby, ; (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests for sale or resale not prohibited permitted by this Section 10 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, ; (vi) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, ; (x) any other transaction permitted pursuant to this Section 10, 6; (xi) undertaking or consummating any Permitted Reorganization or IPO Reorganization Transactions or or, in each case, any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this Section 10.8.thereby; and

Permitted Activities. Holdings shall The Parent will not conduct, transact or otherwise engage in any material operating or business activities; provided that the following and any activities incidental or operations other than related thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrowers and indirectly all other Equity 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, 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 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 activities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance 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 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 Borrowers and the other Restricted Subsidiaries of the Parent incurred pursuant to Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof consolidated group and the other agreements contemplated hereby provision of administrative and thereby, advisory services (vincluding treasury and insurance services) any public offering to its Subsidiaries of a type customarily provided by a holding company to its common stock or any other issuance or registration of its Capital 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersSubsidiaries, (vii) holding any cash or property (but not operating any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) 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, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerdirectors, (x) any other transaction permitted pursuant activities relating to Section 10the Qualified IPO, (xi) undertaking merging, amalgamating or consummating consolidating with or into any IPO Reorganization Transactions direct or any transaction related thereto indirect parent or contemplated thereby subsidiary of the Parent that becomes “New Parent” (in compliance with the definitions of “Parent” and “New Parent” in this Agreement), (xii) activities incidental to Permitted Acquisitions or similar Investments consummated by the businesses Borrowers and the other Restricted Subsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiii) any transaction with any Borrower or any Restricted Subsidiary to the extent expressly permitted under this Article VII, (xiv) transactions in connection with a Permitted Tax Restructuring, (xv) the entering into of the Extension Guaranty and Equity Pledge – Echelon, Extension Guaranty and Equity Pledge – RDW and RDW Intercreditor Agreement and (xvi) any activities described in clauses (i) through (xi) of this Section 10.8incidental or reasonably related to the foregoing.

Permitted Activities. Holdings Holdco shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following shall be permitted in any event: (i) the its ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerLead Borrower and activities incidental thereto, (ii) the maintenance of its legal existence, 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 Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under with respect to the Loan Documents and in connection with the Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other other Indebtedness, any refinancing thereof and the other agreements contemplated hereby and thereby, (viv) any public offering of its common stock or any other issuance or registration sale of its Capital 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 theretoEquity Interests, (vi) 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, (ixv) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Lead Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdco and the Lead Borrower, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of its obligations under and in 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) any other transaction permitted pursuant to Section 10activities related, (xi) undertaking complementary or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) foregoing. Holdco shall not incur any Liens on Equity Interests of this Section 10.8the 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. (a) Holdings shall will not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Capital Stock Equity Interests of the BorrowerBorrower and its other 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 owner a member of the Capital Stock consolidated group of Holdings (and any direct or indirect parent thereof) and the Borrower and reporting related to such mattersother Companies, (iv) the performance of its obligations under and in connection with the Credit Loan Documents, the Second Lien Credit Documents, Loan Documents or any documentation governing Permitted Other Indebtednessany 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 than the incurrence of any refinancing thereof and Indebtedness for borrowed money in respect of which Holdings is the other agreements contemplated hereby and therebyprimary obligor), (v) any public offering of its common stock or any other issuance or registration of its Capital Stock Equity Interests 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)resale, including the ability to incur 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 Indebtedness and Liens, 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, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting mattersissues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise permitted hereundercontemplated in Section 6.09, (viii) activities incidental to the consummation of the Transactions, (ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrowerholding any cash or property (but not operate any property), (x) making and receiving of any other transaction Investments permitted pursuant to Section 10hereunder, (xi) undertaking or consummating any IPO activities in connection with the Post-Closing Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) through 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 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 (but not the incurrence of any Indebtedness or any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vi) providing indemnification to officers and directors and as otherwise contemplated in Section 10.86.09, (vii) activities incidental to the consummation of the Transactions, (viii) holding any cash or other Property received in respect of Dividends, to the extent such cash or other Property is promptly distributed to a Loan Party, (ix) any activities in connection with the Post-Closing Reorganization and (x) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (ix) of this paragraph.