Common use of Permitted Activities Clause in Contracts

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted Subsidiaries, (vii) participating in tax, accounting and other administrative matters, including as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information), (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers and directors and (x) any activities incidental to the foregoing.

Permitted Activities. None of Holdings or the Texas Intermediate Holdcos shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its such Person’s ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries set forth next to such Person’s name on Schedule 10.5 and activities incidental thereto, (ii) the maintenance of its each Person’s legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its each Person’s obligations with respect to the Purchase Agreement, the Transactions, the Loan Credit Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other IndebtednessIndebtedness and any other agreements contemplated hereby and thereby, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investmentsBorrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted SubsidiariesBorrower, (vii) participating in tax, accounting and other administrative matters, including matters as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Equity Interests set forth next to such Person’s name on Schedule 10.5, (viii) holding any cash incidental to any activities permitted under this Section 7.1110.7, (ix) providing indemnification to officers, managers and directors directors, (x) any transaction that is permitted under Section 10 and (xxi) any activities incidental to the foregoing.

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investmentsBorrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted Subsidiaries(other than as described under clause (iii) above), (vii) participating in tax, accounting and other administrative matters, including matters as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Borrower, (viii) holding any cash incidental to any activities permitted under this Section 7.117.14, (ix) providing indemnification to officers, managers and directors and (x) 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 Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Lead Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Merger Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower Lead Borrower, and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Lead Borrower and the Restricted Subsidiaries, (vii) participating in tax, accounting and other administrative matters, including as owner of the Lead Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Subsidiaries, (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers and directors and (x) any activities incidental to the foregoing.

Permitted Activities. Holdings shall not With respect to Holdings, engage in any material operating or business activities; provided provided, that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental theretoBorrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other Indebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the its Restricted SubsidiariesSubsidiaries and providing a performance guaranty in connection with a Permitted Securitization, (viivi) participating in tax, accounting and other administrative matters, including matters as owner a member of the Borrower consolidated group of Holdings and its Subsidiaries the Borrower, (including the preparation of financial statements and other financial informationvii) holding any cash or property (but not operate any property), (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers officers and directors and (xix) any activities incidental to the foregoing. Notwithstanding anything herein to the contrary, Holdings shall not incur any consensual Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations and Holdings shall not own any Equity Interests other than those of the Borrower (unless such Equity Interests are promptly contributed to the Borrower).

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted Subsidiaries, (vii) participating in tax, accounting and other administrative matters, including as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Subsidiaries, (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers and directors and (x) any activities incidental to the foregoing.

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other IndebtednessIndebtedness permitted hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower Borrower, and other distributions and the making of investmentsinvestments in its Subsidiaries, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted Subsidiaries, (vii) participating in tax, accounting and other administrative matters, including as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Subsidiaries, (viii) holding any cash incidental to any activities permitted under this Section 7.117.12, (ix) providing indemnification to officers, managers and directors and (x) any activities incidental to the foregoing.

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Second Lien Loan Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted SubsidiariesBorrower, (viivi) participating in tax, accounting and other administrative matters, including matters as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Borrower, (viiivii) holding any cash incidental to any activities permitted under this Section 7.117.13, (ixviii) providing indemnification to officers, managers and directors and (xix) 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 Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings shall not With respect to Holdings, engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that provided, that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other IndebtednessIndebtedness permitted hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, including any Qualified IPO Reorganization Transactions), (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted SubsidiariesBorrower, (viivi) participating in tax, accounting and other administrative matters, including matters as owner a member of the Borrower consolidated group of Holdings and its Subsidiaries the Borrower, (including the preparation of financial statements and other financial informationvii) holding any cash or property (but not operate any property), (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers officers and directors and (xix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than Liens securing the Obligations and Liens permitted under Section 7.01(cc) or 7.01(dd), and Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings None of Holdings, the Delaware Intermediate Holdcos or the Texas Intermediate Holdcos shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its such Person’s ownership of the Equity Interests of the Borrower and its direct and indirect Subsidiaries set forth next to such Person’s name on Schedule 10.5 and activities incidental thereto, (ii) the maintenance of its each Person’s legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its each Person’s obligations with respect to the Purchase Agreement, the Transactions, the Loan Credit Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other IndebtednessIndebtedness and any other agreements contemplated hereby and thereby, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and other distributions and the making of investmentsBorrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and the Restricted SubsidiariesBorrower, (vii) participating in tax, accounting and other administrative matters, including matters as owner of the Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Equity Interests set forth next to such Person’s name on Schedule 10.5, (viii) holding any cash incidental to any activities permitted under this Section 7.1110.7, (ix) providing indemnification to officers, managers and directors directors, (x) any transaction that is permitted under Section 10 and (xxi) any activities incidental to the foregoing.

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Lead Borrower and its direct and indirect Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Purchase Merger Agreement, the Transactions, the Loan Documents, the Senior Notes Documents, any ABL Credit Agreement Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including any Qualified IPO Reorganization Transactions, (v) financing activities, including the issuance of securities, payment of dividends, making contributions to the capital of the Borrower Lead Borrower, and other distributions and the making of investments, (vi) incurrence of debt and guaranteeing the obligations of the Lead Borrower and the Restricted Subsidiaries, (vii) participating in tax, accounting and other administrative matters, including as owner of the Lead Borrower and its Subsidiaries (including the preparation of financial statements and other financial information)Subsidiaries, (viii) holding any cash incidental to any activities permitted under this Section 7.11, (ix) providing indemnification to officers, managers and directors and (x) any activities incidental to the foregoing.. 4849-7283-2717 215