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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. Holdings Parent shall not conduct, transact or otherwise engage in an business or operations or create or assume any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: Indebtedness other than (i) its ownership and/or acquisition of all of the outstanding Equity Interests of Borrower and activities incidental theretoin Holdings, Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence (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 owners of the Equity Interests of 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 respect to the Loan Credit Documents, the Senior any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes Documents, the Opco Senior Notes Documents and any other IndebtednessPermitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the Obligations), (ivv) any public offering of its common stock or any other issuance or sale registration of its Equity Interests, Interests for sale or resale not prohibited by Section 10 (v) financing activitiesor that would be permitted to the extent that Parent was considered to be the Borrower and/or a Restricted Subsidiary), including the issuance of securitiesability to incur costs, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower fees and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000expenses related thereto, (vi) participating in taxincurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting and other administrative matters as owner of the Borrowermatters, (vii) holding any cash incidental providing indemnification to any activities officers and directors and as otherwise permitted under this Section 7.14hereunder, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall consummation of the transactions contemplated by this Agreement, (ix) the incurrence of the Senior Notes and any refinancing thereof (provided the amount of such refinancing Indebtedness does not incur exceed (a) the principal amount of the Senior Notes plus (b) any Liens accrued and unpaid interest and fees on the Senior Notes plus (c) the amount of any tender or redemption premium paid thereon or any penalty or premium required to be paid under the Senior Notes) and the performance of its obligations thereunder, (x) any other transaction permitted pursuant to Section 10, (xi) filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc., (xii) the Borrower other than those for the benefit performance of the Obligations or any comparable term in any Permitted Refinancing thereof its obligations under employment agreements with senior executives of Parent and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything (xiii) activities incidental 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 Default has occurred and is continuing (the occurrence of the events business or activities described in the foregoing clauses (i) and through (iixii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though this Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period10.12.

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 Borrower the Borrowers and its other 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents Financing Agreements and any other Indebtedness, (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrower Borrowers and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its other Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Holdings and the Borrowers and its other Subsidiaries, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers and directors and directors, (ix) the performance of its obligations under and in connection with its Organizational Documents, the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other agreements contemplated by the NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements contemplated by Section 10.8(b)(ii) and any other agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the Borrowers), and (x) any activities related, complementary or incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Borrowers other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this AgreementObligations, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination EventSenior Safeway Acquisition Debt, the Borrower obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Junior Priority Refinancing Debt.

Permitted Activities. Holdings (a) Parent Borrower shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the other Credit Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any material operating business or business activitiesactivity or own any assets other than (i) holding 100% of the Capital Stock of Image and RLJ Acquisition and other assets reasonably required for or incidental to the management and administration of the operations of Parent Borrower and its Subsidiaries; provided that (ii) activities and contractual rights incidental to maintenance of its corporate existence and reasonably required for or incidental to the following management and administration of the operations of Parent Borrower and its Subsidiaries, (iii) performing its obligations and activities incidental thereto shall be under the Credit Documents; and (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any event: Person other than Image and RLJ Acquisition; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. (b) RLJEL shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party; (c) engage in any business or activity or own any assets other than (i) its ownership holding 100% of the Equity Interests Capital Stock of Borrower its Subsidiaries, holding not less than 64% of the Capital Stock of ACL and activities other assets reasonably required for or incidental theretoto the management and administration of the operations of RLJEL, its Subsidiaries and ACL; (ii) the activities and contractual rights incidental to maintenance of its legal corporate existence (including and reasonably required for or incidental to the ability to incur feesmanagement and administration of the operations of RLJEL, costs its Subsidiaries and expenses relating to such maintenance)ACL, (iii) the performance of performing its obligations with respect to and activities incidental thereto under the Loan Credit Documents, the Senior Notes Documents, the Opco Senior Notes Documents ; and any other Indebtedness, (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions Junior Payments to the extent not prohibited hereunder without giving effect permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries or ACL; (f) create or acquire any Subsidiary or make or own any Investment in any Person; or (g) fail to hold itself out to the Terminated Covenants; provided that public as a legal entity separate and distinct from all other Persons. For the covenants that are avoidance of doubt, Indebtedness incurred by ACL, Acorn Productions Ltd. or Acorn Global Enterprises Ltd., or any of their Subsidiaries, shall not Terminated Covenants shall be interpreted as though the Terminated Covenants continue deemed to be applicable during Indebtedness incurred by RLJEL so long as such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodIndebtedness is non-recourse to RLJEL.

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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents 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, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary (other than as described under clause (iii) above) in an amount not to exceed $450,000,000100,000,000, (vivii) participating in tax, accounting and other administrative matters as owner of the Borrower, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors directors, (x) in the case of Holdings I, following a Holdings II Event, its ownership of the Equity Interests of Holdings II and activities incidental thereto, (xi) its ownership of the Equity Interests in a subsidiary that holds net proceeds of a Specified IPO which Equity Interests may be contributed, directly or indirectly, to the Borrower in connection with a Specified IPO and (ixxii) 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 and ABL Debt or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything Upon the occurrence of a Holdings II Event, Holdings I shall (x) cause Holdings II to (i) duly execute and deliver to the contrary in Article VII Administrative Agent a joinder to this Agreement separately, and jointly and severally, incurring the obligations of this “Holdings” as a Guarantor, a Security Agreement Supplement and joinders to each applicable Intercreditor Agreement, if applicable, each in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement and other applicable agreements in effect on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and Amendment No. 2 Effective Date), (ii) no Default has occurred deliver any and is continuing all certificates representing Equity Interests in the Borrower owned by Holdings II, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (iii) take whatever action (including the occurrence filing of Uniform Commercial Code financing statements) as may be necessary in the reasonable opinion of the events described Collateral Agent to vest in the foregoing clauses Collateral Agent (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of or in any subsequent change in the rating representative of the Loans, Sections 7.03, 7.06 Collateral Agent designated by it) valid and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions perfected Liens to the extent not prohibited hereunder without giving effect required by the Collateral and Guarantee Requirement, and to otherwise comply with the Terminated Covenants; provided that requirements of the covenants that are not Terminated Covenants shall be interpreted Collateral and Guarantee Requirement and (y) deliver such other certificates, opinions of counsel and other documentation with respect to Holdings II as though reasonably requested by the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodAdministrative Agent.

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 Borrower Company 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 Loan Documents, Documents or the Senior Unsecured Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (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, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company 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 BorrowerCompany. 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated 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 Company 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 Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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); and (3) any 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 7.08(h).

Permitted Activities. Holdings With respect to each Holdco, each Holdco shall not engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its 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 (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 Documents2029 Notes, the Opco Senior Notes Documents Junior Existing Credit Agreement and any other Indebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Equity Interests, (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 Borrowerany 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 any Securitization Subsidiary in an amount not to exceed $450,000,000and the Lead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Topco, (vii) holding any cash incidental or property (but not operate any property) including any intercompany receivable to any activities the extent held in accordance with an activity otherwise permitted under by this Section 7.147.14 and the other provisions of the Credit Agreement, (viii) providing indemnification to officersofficers and directors, managers (ix) in the case of Holdings, the incurrence of Indebtedness under the Parent Intercompany Loan and directors compliance with its obligations thereunder, in an aggregate principal amount equal to $128,865,980, as in effect on the Closing Date, so long as such Indebtedness: (v) is not guaranteed by any Loan Party or Restricted Subsidiary, (w) is unsecured, (x) has a final scheduled maturity date after the Latest Maturity Date, (y) 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 (ixz) is subject to a Subordination Agreement; (x) redomiciling of each Holdco that is a Luxembourg Loan Party from Luxembourg to Ireland; provided it is a Permitted Relocation; and (xi) any activities incidental to the foregoing. Holdings Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall not incur own any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations Lead Borrower or any comparable term in any Permitted Refinancing thereof another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Borrower. Notwithstanding anything Lead Borrower (unless such Equity Interests are promptly contributed to the contrary Lead Borrower) or (B) those of Topco in Article VII of this Agreementconnection with share purchases, if on any date (i) provided however, that such share purchases and the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that payments related thereto are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though permitted by Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period7.06.

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes Documents2021 Unsecured Notes, the Opco Senior Notes Documents and 2025 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. Holdings shall not With respect to Holdings, engage in any material operating or business activitiesactivities including the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and, if applicable, any Subsidiary of Holdings that is a direct or indirect parent 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 (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, the Opco Senior Notes Documents and any other Indebtednessdocuments governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) financing activitiesany activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, including as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the issuance rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, incurrence of debtas well as activities incidental to investor relations, payment of dividendsshareholder meetings and reports to shareholders or debtholders, making contributions (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the capital initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the Borrowercontinued existence of Holdings (or a direct or indirect parent) as a public company, guaranteeing (vii) activities required to comply with applicable laws, (viii) (1) incurring unsecured Indebtedness expressly subordinated in right of payment to the obligations Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed the greater of $6,250,000 and 10% of TTM EBITDA 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 guarantees is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and guaranteeing 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 obligations Borrower or any of any Securitization Subsidiary in an amount not to exceed $450,000,000their Restricted Subsidiaries, (viix) if applicable, participating in tax, accounting and other administrative matters as owner a member of the consolidated group of Holdings and the Borrower, (viix) holding any cash incidental or Cash Equivalents, (xi) consummation of the Transactions, (xii) making of any Restricted Payments or Investments not prohibited hereunder, (xiii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiv) establishing and maintaining bank accounts, (xv) 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, (xvi) [reserved], (xvii) the Closing Date Assignment, (xviii) activities relating to any activities permitted under this Section 7.14Permitted Reorganization, (viii) providing indemnification to officers, managers and directors a Qualified IPO or a Permitted IPO Reorganization and (ixxix) any activities incidental or reasonably related 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. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. (a) 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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including the Initial Public Offering, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,00050,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. . (b) 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 either of the Rating Agencies and (ii) no 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable during such period (the “Suspension Period”) until the occurrence of the Reversion Date. (c) 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”) (i) 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. Upon ) and/or (ii) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and after one or more of the Rating Agencies indicate that if consummated, such Covenant Termination Eventtransaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case 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, including, without limitation, a proposed transaction described in this clause (ii). (d) During a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. (e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; (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); and (3) any 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 7.08(h).

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 Borrower Company 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 Loan Documents, the Amendment No. 4 Senior Secured Notes Documents, or the Opco Closing Date Senior Notes Documents and any other IndebtednessUnsecured Notes, (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, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company 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 BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term Loans (other than the Amendment No. 7 Term 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans (other than the Amendment No. 7 Term Loans) have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated 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 Company 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 of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans (other than the Amendment No. 7 Term Loans) below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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); and (3) any 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 7.08(h).

Permitted Activities. Holdings If any Parent Company of the Borrower becomes a Guarantor, such Parent Company 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 Borrower or other Parent Companies and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay fees, costs and expenses relating to such maintenance, including Public Company Costs), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other IndebtednessIndebtedness not prohibited hereunder, (iv) activities related to any public offering of its common stock or any other issuance or sale of its Equity InterestsInterests (or of its direct or indirect parent), including the formation of one or more “shell” companies to facilitate any such offering or issuance, and any activities related thereto, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, Loan Parties and guaranteeing the obligations of the Borrower and guaranteeing (or any Restricted Subsidiary, to the obligations of any Securitization Subsidiary in an amount not extent the Borrower would be permitted to exceed $450,000,000provide such Guarantee), (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of such Person and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto, (vii) holding any cash incidental to any activities permitted under this Section 7.146.16, (viii) providing indemnification to officers, managers and directors, (ix) consummation of the Transactions, (x) activities in connection with a Permitted Change of Control Event, including compliance with its obligations under the Permitted SPAC Transaction Documents, (xi) following a Permitted Change of Control Event, taking actions in connection with its status as a publicly traded company or as required by applicable securities Laws, including payment of Public Company Costs, (xii) the entry into and performance of its obligations with respect to contracts and other arrangements relating to its officers, directors, managers and employees, including the providing of compensation and indemnification to officers, managers, directors and employees and (ixxiii) any activities incidental to the foregoing. Holdings No Parent Company 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 Obligations, Permitted Refinancing thereof First Priority Debt and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Second Priority Debt.

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 Borrower Company 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 Loan Documents, the Senior Notes DocumentsExisting RCF Credit Agreement, the Opco Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes Documents and any other Indebtednessor the Target Notes, (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, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company 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 BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. Upon In the event that the Company and after such Covenant Termination Eventits 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 of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. During a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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); and (3) any 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 7.08(h).

Permitted Activities. Holdings Notwithstanding anything set forth herein to the contrary, nothing contained herein shall not prohibit Barrack from: (a) engaging in the Personal Activities (as defined in the Employment Agreement); (b) engaging in or seeking to engage in any material operating or business activities“Applicable Opportunity” (as defined in and determined in accordance with Schedule 1 to Exhibit A hereto); provided that the following and activities incidental thereto shall be permitted (x) engaging in or seeking to engage in any event: such Applicable Opportunity shall not cause Barrack to be in violation of any provision in the Employment Agreement (iincluding without limitation Section 2(b)), and (y) its ownership with respect to any Applicable Opportunity, any follow-on investment or investments made to refinance the Applicable Opportunity will be required to be submitted to the Conflicts Committee if the business of the Equity Interests Limited Applicable Opportunity has expanded to include additional lines of Borrower business within the Business or additional jurisdictions within the Restricted Territories than that which was originally described in the initial submission to the Conflicts Committee; (c) owning, directly or indirectly, solely as an investment, securities of any such Person which are traded on any national securities exchange or NASDAQ if Barrack (A) is not a controlling person of, or a member of a group which controls, such Person; and activities incidental thereto(B) does not, directly or indirectly, own five percent (ii5%) or more of any class of securities of such Person; (d) managing any capital accounts, or exercising any of the maintenance rights and obligations of its legal existence (including the ability to incur feesgeneral partner, costs and expenses relating to such maintenance), (iii) of the performance of its obligations upper-tier general partners with respect to the Loan DocumentsSubject Funds, or any CC Retained Assets or CC Retained Liabilities of CC Parties following the Senior Notes DocumentsEffective Date; (e) taking any actions with respect to (x) investments made (or legally committed to be made) on or prior to the date hereof (including investments in Colony AH Member LLC and its subsidiaries, the Opco Senior Notes Documents SONIFI Solutions, Inc., and any other IndebtednessMiramax FilmsLH-COL Participants, (iv) any public offering of its common stock LLC or any other issuance Affiliate of CC that is organized to acquire or sale invest in Lending Home Corporation and FYH-Bar Holdings, LLC or any other Affiliate of CC that holds an investment in Adaptive Studios) or (y) follow-on investments to the investments described in clause (x) that are not real estate-related or the sourcing of investments for the investments described in clause (x) that are not real estate-related or (z) investments made to refinance or restructure the investments described in clauses (x) and (y) that are not real estate-related; (f) making passive investments in private equity funds, mutual funds, hedge funds and other managed accounts (provided that such funds or accounts do not have a primary investment strategy, as set forth in the applicable fund’s or account’s published statement of its Equity Interestsprimary investment strategy, of investments in real estate-related debt and equity investments); (g) making any passive investment (or group of related passive investments) of less than $20 million in private equity funds, mutual funds, hedge funds and other managed accounts that have a primary investment strategy, as set forth in the applicable fund’s or account’s published statement of its primary investment strategy, of investments in real estate-related debt and equity investments; (h) making investments in private companies that are (x) not engaged in the real estate or hospitality industries, (vy) financing activities, including do not predominantly make investments in real estate-related debt and equity instruments and (z) do not make investments similar to those made by CFI and the issuance of securities, incurrence of debt, payment of dividends, making contributions OP equal to the capital lesser of (x) 5% of the Borrower, guaranteeing the obligations outstanding equity securities of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors such private company and (ixy) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests $30 million per company or group of the Borrower other than those for the benefit affiliated companies operating as part of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date one business; or (i) the Loans have providing services to an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described entity engaged in the foregoing clauses (i) and (ii) being collectively referred Business if Barrack’s services are solely limited to as a “Covenant Termination Event”)unit, thendivision, beginning on or subsidiary of such date and continuing at all times thereafter regardless of any subsequent change entity which does not engage in the rating of the LoansBusiness and Barrack does not provide services directly or indirectly to, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Eventor with respect to, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodBusiness.

Permitted Activities. Holdings shall The Parent will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Borrowers and activities incidental theretoindirectly 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 (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 Loan DocumentsTransactions, the Senior Notes Documents, the Opco Senior Notes Loan Documents and any other Indebtednessdocuments governing 165 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 stock equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activitiesactivities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance of securities, incurrence of unsecured securities and other unsecured holding company debt, including any Permitted Parent Holdco Financing (subject to the terms set forth in the definition thereof); provided that (x) neither the Borrowers nor any other Restricted Subsidiary of the Parent is a borrower or a guarantor with respect to such debt under this clause (a) and (y) except in respect of any Permitted Parent Holdco Financing, such debt under this clause (a) shall have a final maturity date that is after the then existing Latest Maturity Date with respect to the Term Loans, (b) receipt and payment of dividendsdividends and distributions, (c) making contributions to the capital of its Subsidiaries and (d) guaranteeing and/or incurring Liens to the Borrower, guaranteeing extent such Liens would otherwise be permitted to be incurred pursuant to Section 7.01 as if applicable to the Parent to secure any obligations of the Borrower Borrowers and guaranteeing the obligations other Restricted Subsidiaries of any Securitization Subsidiary in an amount not the Parent incurred pursuant to exceed $450,000,000Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated 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 incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officersofficers and directors, managers (x) activities relating to the Qualified IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of the Parent that becomes “New Parent” (in compliance with the definitions of “Parent” and directors “New Parent” in this Agreement), (xii) activities incidental to Permitted Acquisitions or similar Investments consummated by the 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 (ixxvi) any activities incidental or reasonably related 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. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes Second Lien Loan Documents, any Incremental Equivalent Debt, any Second Lien Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Junior Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) to the Opco Senior Notes Documents extent such Indebtedness, with respect to Holdings, satisfies clauses (B) and (C) of the definition of “Permitted Holdings Debt” and, in each case, any other IndebtednessPermitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc), 7.01(dd) and 7.01(ii) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. Holdings shall not (a) With respect to Holdings, (A) engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Issuer and activities incidental thereto, including payment of dividends 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) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Note Documents and any other Indebtednessthe Revolving Credit Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt), payment of dividends, making contributions to the capital of the Borrower, Issuer and guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000Issuer, (viv) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of KGH and the Issuer, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viiivi) providing indemnification to officers, managers officers and directors and (ixvii) 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 foregoing and Holdings shall not (B) own any Equity Interests other than those 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 Borrower. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower Issuer and its Restricted consolidated Subsidiaries will be entitled in accordance with Section 9.5, with respect to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated CovenantsKGH, (A) engage in any material operating or business activities or own any material assets; provided that the covenants that are not Terminated Covenants following and any activities incidental thereto shall be interpreted permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as though a member of the Terminated Covenants continue consolidated group of KGH, Holdings and the Issuer, (v) providing indemnification to be applicable during 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 period. For illustrative purposes only, even though Section 7.03 will guaranteed obligations shall not be in effect during a period, Section 7.01(ddexceed $1,000,000 at any time outstanding; (vii) will be interpreted as though Section 7.03(qthe performance of the activities set forth on Schedule 7.20 and (viii) were still in effect during such periodany activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests of Holdings.

Permitted Activities. Holdings The Borrower shall not engage in any material operating business or business activities; provided that activity other than the following and activities incidental thereto shall be permitted in any event: (i) its ownership of all the Equity Interests outstanding shares of Borrower capital stock of the Company and the Insurance Subsidiaries and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its existence as a publicly-owned holding company. The Borrower will not own or acquire any assets (other than (i) shares of capital stock of the Company and any Insurance Subsidiary, (ii) investments in the maintenance Company or any Insurance Subsidiary in the form of its legal existence (including intercompany loans and promissory notes evidencing such loans, provided that any such loans in an amount in excess of $5,000,000 shall be unsecured and subordinated to the ability Obligations on terms and conditions customary for the subordination of intercompany Indebtedness and reasonably satisfactory to incur fees, costs and expenses relating to such maintenance)the Administrative Agent, (iii) cash, (iv) promissory notes received from employees of the performance Borrower and the Subsidiaries evidencing loans made for the purpose of its obligations with respect permitting such employees to purchase capital stock of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding, and (v) Cash Equivalents) or incur any liabilities (other than liabilities under the Loan Documents, the Senior Notes Documentsliabilities in respect of Borrower Debt Securities, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activitiesliabilities imposed by law, including the issuance tax liabilities, a guarantee in respect of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) that certain Amended and Restated Lease Agreement dated December 28, 2012 (as amended) between CQ Landlord (Multi) LLC, as the Loans have an Investment Grade Rating from both of landlord, and General Parts Inc., Golden State Supply, LLC, ▇▇▇▇▇▇-▇▇▇▇▇ Enterprises LLC, General Parts Distribution LLC and Worldpac Inc., collectively, as the Rating Agencies tenant and (ii) no Default has occurred that certain Lease dated July 15, 2012 (as amended) between NIP OWNER II, LLC, as the landlord, and is continuing (Advance Stores Company, Incorporated, as the occurrence tenant, and other liabilities incidental to its existence and permitted business and activities). The Borrower will not have any Subsidiaries other than the Insurance Subsidiaries, the Company and Subsidiaries of the events described in the foregoing clauses Company (i) and (ii) being collectively referred to as a “Covenant Termination Event”including SPC Subsidiaries), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

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 Borrower Company 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 Loan Documents, the Senior Notes DocumentsExisting RCF Credit Agreement, the Opco Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes Documents and any other Indebtednessor the Target Notes, (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, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company 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 BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. Upon In the event that the Company and after such Covenant Termination Eventits 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 of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. During a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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 LEGAL02/43062751v1 Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any 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 7.08(h).

Permitted Activities. Holdings shall not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its 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 (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, the Opco Senior Notes 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, (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 Borrower, guaranteeing the obligations of the Lead Borrower and guaranteeing the obligations of any Securitization Subsidiary Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in an amount not the case of any Intermediate Holding Company, making contributions to exceed $450,000,000the capital of the Lead Borrower and guaranteeing the obligations of and the Lead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Topco, (vii) holding any cash incidental to or property (but not operate any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall not incur own any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations Lead Borrower or any comparable term in any Permitted Refinancing thereof another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Borrower. Notwithstanding anything Lead Borrower (unless such Equity Interests are promptly contributed to the contrary Lead Borrower) or (B) those of Topco in Article VII of this Agreementconnection with share purchases, if on any date (i) provided however, that including share purchases and the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loanspayments related thereto are permitted by Section 7.06. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.165

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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. 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 either of the Rating Agencies and (ii) no 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 Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated 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”) (a) 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) and/or (b) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case 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, including, without limitation, a proposed transaction described in clause (b) above. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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); and (3) any 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 7.08(h).

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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes 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, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000the Borrower, (vi) participating in tax, accounting and other administrative matters as owner a member of the consolidated group of Holdings and the 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 and the “Obligations” under and as defined in the ABL Facility and the Series A Indenture or any comparable term under any Permitted Ratio Debt, Permitted Incremental Equivalent Debt or Indebtedness permitted to be secured under Section 7.01(cc) or in in any Permitted Refinancing thereof of any of the foregoing and Holdings shall not own any material Equity Interests other than those of the Borrower. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

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 Borrower its Subsidiaries, including the Borrower, and the Borrower’s 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents Financing Agreements and any other Indebtedness (including Permitted Holdings Indebtedness), (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower its Subsidiaries and guaranteeing the obligations of any Securitization Subsidiary in an amount its Subsidiaries (provided, that guarantees of obligations of Indebtedness of Subsidiaries other than the Borrower and the Borrower’s Subsidiaries shall not to exceed $450,000,000be secured by the Equity Interests of the Borrower), (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Holdings and its Subsidiaries, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers and directors and directors, (ix) the performance of its obligations under and in connection with its Organization Documents, the ABL Facility Documentation, the NAI APA, the Eastern Division APA, the other agreements contemplated by the NAI APA or the Eastern Division APA, the Transactions, any agreements contemplated by Section 10.8(b)(ii) and any other agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the Borrower and the Borrower’s Subsidiaries), and (x) any activities related, complementary or 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. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination EventObligations, the Borrower obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing, and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Holdings Indebtedness.

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 Borrower 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 Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (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, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the 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 Holdings shall not own any Equity Interests other than those of the Borrower. 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 eitherboth of the Rating Agencies and (ii) no 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 Termination SuspensionTermination Event”), then, beginning on such date and continuing at so long asat all times thereafter regardless of any subsequent change in the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated SuspendedTerminated Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. . Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions In the event that the Borrower and its Restricted Subsidiaries are not subject to the extent not prohibited hereunder without giving effect Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (a) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Terminated Covenants; provided Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans) and/or (b) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the covenants Rating Agencies indicate that are not Terminated if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case 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 shall be interpreted as though the Terminated Covenants continue with respect to be applicable during such period. For illustrative purposes onlyfuture events, even though Section 7.03 will not be including, without limitation, a proposed transaction described in effect during a period, Section 7.01(ddclause (b) will be interpreted as though Section 7.03(q) were still in effect during such periodabove.

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes First Lien Loan Documents, any Incremental Equivalent Debt, any First Lien Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt (as defined in the Opco Senior Notes Documents First Lien Credit Agreement), any Permitted Second Priority Refinancing Debt, any Permitted Third Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Junior Debt and any other Indebtedness permitted under Section 7.03(g)(A)(ii) to the extent such Indebtedness, with respect to Holdings, satisfies clauses (B) and (C) of the definition of “Permitted Holdings Debt” and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc), 7.01(dd) and 7.01(ii) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes Documents2025 Unsecured Notes, the Opco Senior Notes Documents and 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

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 Borrower BorrowerCompany 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 Loan Documents, Documents or the Senior Unsecured Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (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, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerBorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerBorrowerCompany, (viiviiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiviiiix) providing indemnification to officers, managers and directors and (ixixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower BorrowerCompany 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 BorrowerCompany. 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 non-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), (c), (d), (f), (g), (h), (i) and (m)); prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation; in each case, other than any such transactions relating to the operations or business activities of the Borrower in the ordinary course of business or in connection with the consummation of the Spin-Off Transactions. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated 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 BorrowerCompany 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 BorrowerCompany and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower BorrowerCompany and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the BorrowerCompany or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 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); and (3) any 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 7.08(h).

Permitted Activities. Holdings Borrower shall not engage in any material operating business activity or business activitiesenter into any transaction or agreement except as relates to the Transactions and financing therefor and activities incidental or related thereto; provided that the following and activities incidental thereto shall be permitted in any event: (i) the entry into and the performance of its ownership obligations with respect to the Loan Documents, the Replacement Credit Agreement and any other agreements contemplated thereby; (ii) the incurrence of indebtedness under the Loan Documents to finance the Transactions; (iii) subject to compliance with Section 5.02, the payment of dividends and distributions, the issuance of its own Equity Interests to, and the receipt of Borrower and activities incidental theretocapital contributions or other investments from, Houston or any of its Subsidiaries; (iiiv) the maintenance of its legal 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); (v) the performance of activities in preparation for and consummation of the Escrow Release Date (and the satisfaction of related conditions), including the transactions contemplated by the Separation Agreement, and the Escrow Borrower Merger; (iiivi) the participation in tax, accounting and other administrative matters, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vii) the holding of any Escrow Funds; (viii) the entry into and performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents contracts and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activitiesarrangements, including the issuance providing of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers managers, directors and directors employees; and (ix) any activities incidental or related to the foregoing. Holdings For the avoidance of doubt, the Borrower shall not (x) incur any Liens on Equity Interests liabilities except as contemplated by the proviso to the preceding sentence or (y) (i) voluntarily commence any proceeding seeking liquidation, reorganization, administration or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any involuntary proceeding or involuntary petition seeking liquidation, reorganization, administration or other relief in respect of the Borrower, or of all or a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (iii) consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator or similar official for the Borrower other than those or for all or a substantial part of its assets or (iv) make a general assignment for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodcreditors.

Permitted Activities. Holdings shall not (a) With respect to Holdings, (A) engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Borrowers and activities incidental thereto, including payment of dividends 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) the performance of its obligations with respect to this Agreement, the Other Documents and the Term Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt), payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the any Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000Borrower, (viv) participating in tax, accounting and other administrative matters as owner a member of the consolidated group of KGH and any Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viiivi) providing indemnification to officers, managers officers and directors and (ixvii) 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 foregoing and Holdings shall not (B) own any Equity Interests other than those Equity Interests in any Borrower. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrower. 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 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower Borrowers and its Restricted consolidated Subsidiaries will be entitled in accordance with Section 9.5, with respect to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated CovenantsKGH, (A) engage in any material operating or business activities or own any material assets; provided that the covenants that are not Terminated Covenants following and any activities incidental thereto shall be interpreted permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as though a member of the Terminated Covenants continue consolidated group of KGH, Holdings and the Borrowers, (v) providing indemnification to be applicable during such period. For illustrative purposes onlyofficers and directors, even though Section 7.03 will (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of guaranteed obligations shall not be exceed $1,000,000 at any time outstanding; (vii) the performance of the activities set forth on Schedule 7.21; and (vi) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodany Borrower.

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes Documents2025 Unsecured Notes, the Opco Senior Notes Documents and 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.ARTICLE 8

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that 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 Borrower 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 Loan Documents, the Senior Notes Documents2021 Unsecured Notes, the Opco Senior Notes Documents and 2025 Unsecured Notes, the 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers 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 Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no 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 Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.