Common use of Permitted Activities Clause in Contracts

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, 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 and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

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

Permitted Activities. With respect to Holdingseach Holdco, engage in any material operating or business activities includingactivity; provided, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) (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 and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of such 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 Documents, the Senior Notes and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Qualified 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 Intermediate Holdings or any activities incidental to compliance with other Intermediate Holding Company, and guaranteeing the provisions obligations of the Securities Act of 1933 any Intermediate Holding Company and the Exchange Act Lead Borrower and its Restricted Subsidiaries and (y) in the case of 1934Intermediate Holdings or any other Intermediate Holding Company, as amended, making contributions (including any rules 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 regulations promulgated thereunder, and similar laws and regulations guaranteeing the obligations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings Lead Borrower and reports to shareholders or debtholdersits Restricted Subsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the BorrowerTopco, (xvii) holding any cash or Cash Equivalents, property (xibut not operate any property) making of including any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services intercompany receivable to the extent held in accordance with an activity otherwise permitted by this Section 7.14 and the other provisions of the Credit Agreement, (xvviii) performance of its obligations under any management agreement with the Sponsor providing indemnification to officers and directors and (xviix) any activities incidental or reasonably related to the foregoing. Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall own any Equity Interests other than those of the Lead Borrower or another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Lead Borrower (unless such Equity Interests are promptly contributed to the Lead Borrower) or (B) those of Topco in connection with share purchases, provided however, that such share purchases and the payments related thereto are permitted by Section 7.06.

Permitted Activities. With respect to HoldingsIf any Parent Company of the Borrower becomes a Guarantor, such Parent Company shall not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower or other Parent Companies 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 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 and any other documents governing Indebtedness permitted herebynot prohibited hereunder, (iv) activities related to any public offering of its common stock or any other issuance or sale of its Qualified 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) any activities incidental financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to compliance with the provisions capital of the Securities Act Loan Parties and guaranteeing the obligations of 1933 and the Exchange Act of 1934Borrower (or any Restricted Subsidiary, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and to the rules of securities exchanges, in each case, as applicable extent the Borrower would be permitted to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersprovide such Guarantee), (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings 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 6.16, (viii) providing indemnification to officers, managers and directors, (ix) consummation of the BorrowerTransactions, (x) holding any cash or Cash Equivalentsactivities in connection with a Permitted Change of Control Event, including compliance with its obligations under the Permitted SPAC Transaction Documents, (xi) making following a Permitted Change of any Restricted Payments Control Event, taking actions in connection with its status as a publicly traded company or Investments permitted hereunderas required by applicable securities Laws, including payment of Public Company Costs, (xii) entering the entry into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with respect to contracts and other arrangements relating to its officers, directors, managers and employees, including the Sponsor providing of compensation and indemnification to officers, managers, directors and employees and (xvixiii) any activities incidental or reasonably related to the foregoing. No Parent Company shall incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations, Permitted First Priority Debt and Permitted Second Priority Debt.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, 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 and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiiviii)(1) [reserved]incurring unsecured Indebtedness expressly subordinated in right of payment to the Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 Documents, the Second Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Exchange Act Latest Maturity Date in effect for the Term Loans on the date of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations incurrence of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholderssuch Indebtedness, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor directors and (xviix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 Documents, the First Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Exchange Act Latest Maturity Date in effect for the Loans on the date of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations incurrence of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholderssuch Indebtedness, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor directors and (xviix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. With respect to Holdings, engage in The Borrower shall not directly operate any material operating business or business activities includingdirectly own any Oil and Gas Properties; provided that, without limitationfor the avoidance of doubt, the formation of any Subsidiary or the acquisition of any Person; provided that the following (and any activities incidental thereto thereto) shall not constitute the operation of a business and shall in all cases be permitted in any eventpermitted: (i) its direct or indirect ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and its Subsidiaries or any other amounts in respect of such Equity InterestsPerson, (ii) 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 and those of its Subsidiaries), (iii) the entering into, and performance of its obligations with respect to to, the Loan Documents and any other documents governing Indebtedness permitted herebyIndebtedness, and the consummation of the Transactions, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of its Equity Interests), (v) any activities incidental to compliance with financing activities, including the provisions issuance of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental incurrence of debt, payment of dividends, making contributions to investor relations, shareholder meetings the capital of its Subsidiaries and reports to shareholders or debtholdersguaranteeing the obligations of its Restricted Subsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the a consolidated group group, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (vii) holding any cash equivalents (including Permitted Investments), (viii) holding any other property received by it as a distribution from any of Holdings its subsidiaries and the Borrowermaking further distributions with such property, (ix) providing indemnification to officers, managers and directors, (x) holding any cash director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or Cash Equivalentsto comply with applicable law, (xi) making of filing tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any Restricted Payments or Investments permitted hereundertaxes), (xii) entering into employment agreements and performance of obligations with respect to contracts and other arrangements with, including providing indemnification to, officers and directorsin connection with the activities contemplated by this Section 10.14, (xiii) establishing the preparation of reports to Governmental Authorities and maintaining bank accountsto its shareholders, (xiv) the obtainment ofperformance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries; (xv) the entry into and the payment performance of any fees obligations under and expenses for, management, consulting, investment banking and advisory services compliance with Secured Hedge Agreements to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor Credit Documents; and (xvi) any activities incidental or reasonably related to the foregoingforegoing or customary for passive holding companies. The Borrower shall not incur any Liens on Equity Interests of its direct Restricted Subsidiaries other than those arising by operation of law and for the benefit of any Secured Parties, the representatives party to the Collateral Agreement and any Junior Lien Intercreditor Agreement and the creditors represented by such representatives.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, 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 and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into - 146 - employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdingsany Holding Company, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of (A) in the Borrowercase of Holdings, TaxACT and Baseball, (B) in the case of Baseball, HDV Holdings, and (C) in the case of HDV Holdings, HDVest, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiivii) [reserved](1) Guarantees in respect of Indebtedness of the Borrowers and their Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (2) guarantees of other obligations not constituting Indebtedness incurred by the Borrowers or any of their Restricted Subsidiaries, (ixviii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings the Holding Companies and the BorrowerBorrowers, (xix) holding any cash or Cash Equivalents, (xix) making of any Restricted Payments or Investments permitted hereunder including the formation of any Subsidiary in connection with any Investments permitted hereunder, (xiixi) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiiixii) establishing and maintaining bank accounts, (xivxiii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvixiv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, 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 and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiiviii)(1) [reserved]incurring unsecured Indebtedness expressly subordinated in right of payment to the Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.,

Permitted Activities. (a) With respect to HoldingsParent Guarantor, engage in any material operating or business activities includingor own any material assets; provided, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Parent Borrower and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends dividends, distributions and other amounts in respect of such 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 Loan other Credit Documents, the NPA Documents and any other documents governing Indebtedness permitted herebythe RCF Documents, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of any Borrower, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings KGH and the any Borrower, (xvi) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (xiiivii) establishing providing guarantees and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted by under the terms of this Agreement, (xvviii) performance of its obligations under any management agreement transaction required in connection with the Sponsor Trican Acquisition Documents, and (xviix) any activities incidental or reasonably related to the foregoing.

Permitted Activities. (a) With respect to Holdings, (A) engage in any material operating or business activities including, without limitation, the formation of or own any Subsidiary or the acquisition of any Personmaterial assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Issuer and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends dividends, distributions and other amounts in respect of such 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 Note Documents, the First Lien Term Loan Documents and any other documents governing Indebtedness permitted herebythe Revolving Credit Documents, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of the Issuer and guaranteeing the obligations of the Issuer, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings KGH and the BorrowerIssuer, (xvi) holding any cash or Cash Equivalentsproviding indemnification to officers and directors and, (xivii) making providing guarantees and incurrence of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted by under the terms of this Agreement, (xvviii) performance of its obligations under any management agreement transaction required in connection with the Sponsor Trican Acquisition Documents, and (xviix) any activities incidental or reasonably related to the foregoingforegoing and (B) own any Equity Interests other than Equity Interests in the Issuer.