Common use of Permitted Activities Clause in Contracts

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to officers and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not The limited purposes for which the Company is organized are to 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: (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a “Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder,Activities”): (i) providing indemnification to officers acquire all right, title and directors,interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (jii) activities to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to any Permitted Reorganization,the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (kvi) merging, amalgamating to establish bank accounts for the Company; (vii) to execute applications or consolidating with other documents or into take any direct or indirect parent or subsidiary of Holdings (other action in compliance connection with the definitions qualification, licensing or authorization of “Holdings” and “New Holdings” the Company to engage in this Agreement),business in any jurisdiction; (lviii) repurchases to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of Indebtedness through pro rata the Company (whether owned in whole or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated in part by the Borrower and Company), with the Company acting on its direct and indirect Restricted Subsidiariesown or together with any other persons, including entering into, on behalf of the formation Company, any trust agreement, limited liability company agreement, certificate of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions formation, certificate of trust or other similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, organizational document; and (oix) to engage in any activities activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental or reasonably related to the foregoingpurposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. Holdings will not With respect to Holdings, notwithstanding any other provision of this Agreement or any other Loan Document to the contrary: (a) engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments receiving dividends and other amounts in respect of such Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to under the TransactionsLoan Documents, the Credit Documents and any other documents governing Indebtedness permitted hereby, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including Interests and the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital other amounts in respect of its Subsidiaries and guaranteeing Equity Interests, (v) the obligations Guarantee of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Obligations, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers and directors, directors and (jix) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments,foregoing; (nb) own any transaction with Equity Interests other than those of the Borrower; or (c) incur, assume or suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Guarantee of the Obligations, (ii) the Guarantee of Indebtedness of the Borrower or any Restricted Subsidiary its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder), provided if such Indebtedness is subordinated to the Obligations then such Guarantee shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (iii) Indebtedness owed to the Borrower or any of its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder); (d) issue Disqualified Equity Interests; and (e) create, incur, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, other than, if Holdings we subject to Section 7.01, nonconsensual Liens permitted under Section 9.10 or this Section 10, and 7.01 and Liens permitted under Sections 7.01(a) and (o) any activities incidental or reasonably related to the foregoinggg).

Permitted Activities. Holdings will not The limited purposes for which the Company is organized are to 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: (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a “Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder,Activities”): (i) providing indemnification to officers acquire all right, title and directors,interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (jii) activities relating to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicle dealers, financing agreements, administration and servicing agreements related to the Receivables or interests of other Persons related to the Receivables, and any Permitted Reorganization,proceeds or other related rights; (kiii) mergingto acquire from Ford Credit or its Affiliates one or more series or classes of bonds, amalgamating notes or consolidating with other evidences of indebtedness, certificates or into any direct other securities (“Underlying ABS”) issued by one or indirect parent more trusts or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata other special-purpose entities established by Ford Credit or non-pro rata purchases and Dutch auctions, (m) activities incidental its Affiliates to Permitted Acquisitions which Ford Credit or similar Investments consummated by the Borrower and its direct and indirect Restricted SubsidiariesAffiliates transferred Receivables or which acquired Receivables from motor vehicle dealers, including the formation of acquisition vehicle entities Titling Companies and intercompany loans and/or Investments incidental related rights; (iv) to such Permitted Acquisitions transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale agreements or similar Investments,agreements (each, a “Sale Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and to perform its obligations under those agreements; (nv) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any transaction Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the Borrower qualification, licensing or authorization of the Company to engage in business in any Restricted Subsidiary jurisdiction; (viii) to execute all documents necessary for the extent permitted under Section 9.10 Company to form one or this Section 10more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (oix) to engage in any activities activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental or reasonably related to the foregoingpurposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. Holdings will shall 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: : (ai) its ownership of the Equity Interests of the Borrowers and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Documents Financing Agreements and any other documents governing Indebtedness permitted hereby, Indebtedness, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrower Borrowers and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative Borrowers and advisory services its other Subsidiaries, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers officers, managers and directors, , (jix) activities relating to any Permitted Reorganization, (k) mergingthe performance of its obligations under and in connection with its Organizational Documents, 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 ABL Facility Documentation, the NAI Purchase Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated , the Eastern Division Sale Agreement, the other agreements contemplated by the Borrower 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 direct Subsidiaries other than the Borrowers), and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities related, complementary or incidental or reasonably related to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.

Permitted Activities. Holdings will Parent shall not conduct, transact or otherwise engage in an business or operations or create or assume any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: Indebtedness other than (ai) its ownership and/or acquisition of all of the outstanding Equity Interests of its Subsidiariesin Holdings, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, Satelles, Inc., Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (bii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member owners of the consolidated group Equity Interests of Holdings, Satelles, Inc., Syncom-Iridium Holdings Corp. and Iridium Blocker-B Inc., (iii) participating in tax, accounting and other administrative matters as owners of the provision Equity Interests of administrative Holdings, Satelles, Inc., Iridium Holdings Corp. and advisory services Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any Permitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the Obligations), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the extent that Parent was considered to be the Borrower and/or a Restricted Subsidiary), including treasury the ability to incur costs, fees and insurance servicesexpenses related thereto, (vi) incurring fees, costs and expenses relating to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, overhead and general operating including professional fees for legal, tax and accounting matters, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (ivii) providing indemnification to officers and directors, directors and as otherwise permitted hereunder, (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (mviii) activities incidental to Permitted Acquisitions or similar Investments consummated the consummation of the transactions contemplated by the Borrower and its direct and indirect Restricted Subsidiariesthis Agreement, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (nix) any other transaction with the Borrower or any Restricted Subsidiary permitted pursuant to the extent permitted under Section 9.10 or this Section 10, and (ox) any filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) the performance of its obligations under employment agreements with senior executives of Parent and (xii) activities incidental or reasonably related to the foregoingbusiness or activities described in clauses (i) through (xi) of this Section 10.12.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Revolving Credit Documents and Documents, any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance (1) guaranties in respect of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 6.01, including any Refinancing Indebtedness thereof and (2) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by the Borrower or any of Liens that would constitute a Permitted Lien, its Restricted Subsidiaries, (fvi) if applicable, participating in taxTax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property Cash Equivalents, (but not operate any material property), (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities relating to any Permitted Reorganization, contemplated thereby and (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (oxi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, Holdings shall not incur any Liens on Equity Interests of the Borrower other than non-consensual Liens and those for the benefit of the Secured Obligations and the obligations with respect to the Revolving Credit Agreement and any Replacement Loans, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower), and Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will shall 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: : (ai) its ownership of the Equity Interests of the Borrowers and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Documents Financing Agreements and any other documents governing Indebtedness permitted hereby, Indebtedness, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrower Borrowers and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative Borrowers and advisory services its other Subsidiaries, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers officers, managers and directors, , (jix) activities relating to any Permitted Reorganization, (k) mergingthe performance of its obligations under and in connection with its Organizational Documents, 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 ABL Facility Documentation, the NAI Purchase Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated , the Eastern Division Sale Agreement, the other agreements contemplated by the Borrower 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 direct Subsidiaries other than the Borrowers), and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities related, complementary or incidental or reasonably related to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted NotesIncremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.

Permitted Activities. (a) In the case of the Borrower, (i) directly own any Hotel Real Property or (ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to be secured on a ratable basis with the Facility. (b) In the case of Holdings, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Existing Senior Secured Facility Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) non-recourse guarantees in respect of Indebtedness of any Subsidiary of Holdings will being a sister company of the Borrower, (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities, including all Holdings Administrative Costs, (v) any Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000. (c) In the case of Holdings, create, incur, assume or permit to exist any Lien (other than non-consensual Liens and those for the benefit of the Secured Obligations and for the benefit of the secured obligations under the Existing Senior Secured Facility Documents) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds or assets maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions. (d) [Reserved]. (e) [Reserved]. (f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by Section 7.02(c)(i)) or engage in any material operating operations or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its SubsidiariesSubsidiaries of the Borrower and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations as a guarantor with respect to the TransactionsLoan Documents and the Existing Senior Secured Facility Documents or any Permitted Refinancing of any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Credit Documents Obligations expressly by its terms and any other documents governing Indebtedness or guarantees permitted hereby, under this Agreement, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (fiv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the provision receipt 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, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments to the extent permitted hereunder, by Section 7.06, (ivi) providing indemnification to officers and directors, , (jvii) activities required to comply with applicable Laws, (viii) intercompany receivables relating to any Permitted Reorganization, asset management and other intercompany arrangements, (kix) mergingcash and Cash Equivalents held for tax planning or other general corporate purposes, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings and (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. (g) In the case of any Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Existing Senior Secured Facility Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of any of the foregoing; provided that the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.

Permitted Activities. Holdings will not engage in any material operating Each Agent appointed pursuant to Section 2 or business activities; provided that the following and any activities incidental 3 hereof may become a creditor, directly or related thereto shall be permitted in any event: (a) its ownership indirectly, of the Equity Interests Corporation; make any loan or loans thereto; hold any form of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence indebtedness thereof (including the ability Securities of any Series); maintain any accounts thereof; own, accept or negotiate any drafts, bills of exchange, acceptances or obligations thereof; make disbursements therefor and enter into any banking, financial or business arrangement therewith without limitation; all without any liability on the part of the Fiscal Agent or such Paying Agent, Transfer Agent or Registrar for any real or apparent conflict of interest by reason of any such dealing. Any holder of Securities and any entity associated with any holder of Securities will be permitted to incur engage in business and paycontractual relationships with the Corporation, the Guarantor and each of their respective affiliates, and to profit therefrom without being obliged to account for such profits. Each of the Corporation and the Guarantor hereby irrevocably waive, in favor of each Agent, any conflict of interest which may arise by virtue of such Agent acting in its various capacities under this Agreement or for other customers of the Agent. Each of the Corporation and the Guarantor acknowledge that each Agent and its respective affiliates (together, the “Agent Parties”) may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Corporation may regard as applicableconflicting with its interests and may possess information (whether or not material to the Corporation) other than as a result of such Agent acting as an Agent hereunder, fees, costs and expenses and taxes relating that such Agent may not be entitled to such maintenance), (c) share with the performance Corporation. Consistent with its long-standing policy to hold in confidence the affairs of its obligations with respect customers, such Agent will not disclose confidential information obtained from the Corporation (without its consent) to any Agent’s other customers nor will it use on the Transactions, the Credit Documents and Corporation’s behalf any confidential information obtained from any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to officers and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related customer. Without prejudice to the foregoing, the Corporation agrees that the Agent Parties may deal (whether for its own or its customers’ account) in, or advise on, securities of any party and that such dealing or giving of advice, will not constitute a conflict of interest for the purposes of this Agreement.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its Subsidiariesthe Lead Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit Documents and Term Loan Documents, any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) guaranties in respect of Indebtedness of the Borrowers and Borrowers’ Restricted Subsidiaries permitted under Section 6.01, including any Refinancing Indebtedness thereof and (2) guaranties of other obligations not constituting Indebtedness incurred by the issuance Borrowers or any of securitiesBorrowers’ Restricted Subsidiaries, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (fvi) if applicable, participating in taxTax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative Borrowers and advisory services Guarantors, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property Cash Equivalents, (but not operate any material property), (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities relating to any Permitted Reorganization, contemplated thereby and (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (oxi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, the Borrowers shall not incur any Liens on Equity Interests of the Borrowers other than non-consensual Liens and those for the benefit of the Secured Obligations and the obligations with respect to the Term Loan Agreement, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrowers), and Holdings shall not own any Equity Interests other than those of the Lead Borrower.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests Stock of its Subsidiariesthe Parent Borrower, including receipt and payment of Restricted Payments dividends and payments in respect of Indebtedness and other amounts in respect of Equity Interests, Stock, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a its direct or indirect parent entity’s common equity or any other issuance or sale of its or a its direct or indirect parent entity’s Equity Interests, Stock, (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries the Parent Borrower and guaranteeing the obligations of the Parent Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, the Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (gvii) holding any cash or other property (but not operate any material property), , (hviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) activities relating to any Permitted Reorganization, , (kxi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions definition of “Holdings” and “New Holdings” in this Agreement), , (lxiii) repurchases of Indebtedness through pro rata or non-pro rata open market purchases and Dutch auctions, , (mxiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and its direct and indirect the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (nxv) any transaction with the Parent Borrower or any Restricted Subsidiary to the extent expressly permitted under Section 9.10 or this Section 10, and (oxvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and (xviii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. New Holdings will shall 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: : (ai) its ownership of the Equity Interests of Holdings, the Borrowers and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Documents Financing Agreements and any other documents governing Indebtedness permitted hereby, Indebtedness, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of Holdings, the Borrowers and its other Subsidiaries and guaranteeing the obligations of Holdings, the Borrower Borrowers and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of New Holdings and Holdings, the provision of administrative Borrowers and advisory services its other Subsidiaries, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers officers, managers and directors, , (jix) activities relating to any Permitted Reorganization, (k) mergingthe performance of its obligations under and in connection with its Organizational Documents, 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 ABL Facility Documentation, the NAI Purchase Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated , the Eastern Division Sale Agreement, the other agreements contemplated by the Borrower 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 direct Subsidiaries other than the Borrowers), and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities related, complementary or incidental or reasonably related to the foregoing. New Holdings shall not incur any Liens on Equity Interests of Holdings or the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.

Permitted Activities. Holdings will not With respect to a Holdco, 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) (a) in the case of Intermediate Holdings, its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests and (b) in the case of Holdings, its ownership of the Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit Second Lien Loan Documents and any other documents governing Indebtedness permitted hereby, to be incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions provided that such Guaranteed Obligations shall be subordinated to the capital Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guaranteed Obligations in respect of its Subsidiaries and guaranteeing the obligations of Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by, the Borrower or any of Liens that would constitute a Permitted Lien, the Restricted Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, [reserved], (iix) providing indemnification to officers and directors, directors and (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and those for the benefit of the First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and Intermediate Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. (a) In the case of the Borrower, (i) directly own any Hotel Real Property or (ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to be secured on a ratable basis with the Facility. (b) In the case of Holdings, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) non-recourse guarantees in respect of Indebtedness of any Subsidiary of Holdings will being a sister company of the Borrower, (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities, including all Holdings Administrative Costs, (v) any Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000. (c) In the case of Holdings, create, incur, assume or permit to exist any Lien (other than non-consensual Liens and those for the benefit of the Secured Obligations) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds or assets maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions. (d) [Reserved]. (e) [Reserved]. (f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by Section 7.02(c)(i)) or engage in any material operating operations or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its SubsidiariesSubsidiaries of the Borrower and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations as a guarantor with respect to the TransactionsLoan Documents and the Senior Notes Debt Documents or any Permitted Refinancing of any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Credit Documents Obligations expressly by its terms and any other documents governing Indebtedness or guarantees permitted hereby, under this Agreement, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (fiv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the provision receipt 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, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments to the extent permitted hereunder, by Section 7.06, (ivi) providing indemnification to officers and directors, , (jvii) activities required to comply with applicable Laws, (viii) intercompany receivables relating to any Permitted Reorganization, asset management and other intercompany arrangements, (kix) mergingcash and Cash Equivalents held for tax planning or other general corporate purposes, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings and (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. (g) In the case of any Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of any of the foregoing; provided that the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.

Permitted Activities. Holdings will not No Parent Company shall (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents, (ii) Guarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iii) of this Section 7.15(a) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material operating assets other than (i) holding, directly or business activities; provided that indirectly, the following and any activities incidental or related thereto shall be permitted in any event: (a) its ownership Capital Stock of the Equity Interests Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its Subsidiariesobligations under the Loan Documents, including receipt and payment of Restricted Payments the Senior Notes and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence Indebtedness, Liens (including the ability to incur granting of Liens) and payGuarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) for the performance avoidance of its obligations with respect to the Transactionsdoubt, the Credit Documents and making of any other documents governing Indebtedness permitted hereby, (d) any public offering of its dividend or a direct or indirect parent entity’s common equity distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other issuance acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or sale to comply with applicable Requirements of Law; (vii) effecting an IPO and/or any transaction in connection therewith; (viii) holding Cash and other assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of, or proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its Subsidiaries current or former officers, directors, members of management, managers, employees and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, advisors or consultants; (fx) if applicable, participating in tax, accounting and other administrative matters as a member matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article VII; (xii) complying with applicable Requirements of the consolidated group and the provision of administrative and advisory services Law (including treasury with respect to the maintenance of its existence) and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to officers and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments foregoing; (xiii) performing activities incidental to such any of the foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Acquisitions Securitization; or similar Investments, (nd) consolidate or amalgamate with, or merge with or into, any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to the foregoingPerson.

Permitted Activities. New Holdings will shall 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: : (ai) its ownership of the Equity Interests of the Borrowers and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Documents Financing Agreements and any other documents governing Indebtedness permitted hereby, Indebtedness, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrower Borrowers and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of New Holdings and the provision of administrative Borrowers and advisory services its other Subsidiaries, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers officers, managers and directors, , (jix) activities relating to any Permitted Reorganization, (k) mergingthe performance of its obligations under and in connection with its Organizational Documents, 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 ABL Facility Documentation, the NAI Purchase Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated , the Eastern Division Sale Agreement, the other agreements contemplated by the Borrower 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 direct Subsidiaries other than the Borrowers), and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities related, complementary or incidental or reasonably related to the foregoing. New Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.

Permitted Activities. Holdings will not The limited purposes for which the Company is organized are to 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: (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a “Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder,Activities”): (i) providing indemnification to officers acquire all right, title and directors,interest in receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers, payments due under them, security interests in the motor vehicles purchased and financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or motor vehicle dealers and other related rights (“Receivables”); (jii) activities to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicle dealers and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to any Permitted Reorganization,the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (kvi) merging, amalgamating to establish bank accounts for the Company; (vii) to execute applications or consolidating with other documents or into take any direct or indirect parent or subsidiary of Holdings (other action in compliance connection with the definitions qualification, licensing or authorization of “Holdings” and “New Holdings” the Company to engage in this Agreement),business in any jurisdiction; (lviii) repurchases to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of Indebtedness through pro rata the Company (whether owned in whole or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated in part by the Borrower and Company), with the Company acting on its direct and indirect Restricted Subsidiariesown or together with any other persons, including entering into, on behalf of the formation Company, any trust agreement, limited liability company agreement, certificate of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions formation, certificate of trust or other similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, organizational document; and (oix) to engage in any activities activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental or reasonably related to the foregoingpurposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. (a) In the case of the Borrower, (i) directly own any Hotel Real Property or (ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to be secured on a ratable basis with the FacilityFacilities . (b) In the case of Holdings, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the FacilityFacilities , (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) non-recourse guarantees in respect of Indebtedness of any Subsidiary of Holdings will being a sister company of the Borrower, (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities, including all Holdings Administrative Costs, (v) any Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000. (c) In the case of Holdings, create, incur, assume or permit to exist any Lien (other than non-consensual Liens and those for the benefit of the Secured Obligations) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds or assets maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions. (d) [Reserved]. (e) [Reserved]. (f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by Section 7.02(c)(i)) or engage in any material operating operations or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of its SubsidiariesSubsidiaries of the Borrower and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations as a guarantor with respect to the TransactionsLoan Documents and the Senior Notes Debt Documents or any Permitted Refinancing of any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Credit Documents Obligations expressly by its terms and any other documents governing Indebtedness or guarantees permitted hereby, under this Agreement, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (fiv) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the provision receipt 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, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments to the extent permitted hereunder, by Section 7.06, (ivi) providing indemnification to officers and directors, , (jvii) activities required to comply with applicable Laws, (viii) intercompany receivables relating to any Permitted Reorganization, asset management and other intercompany arrangements, (kix) mergingcash and Cash Equivalents held for tax planning or other general corporate purposes, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings and (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. (g) In the case of any Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to Section 2.14 (or any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the FacilityFacilities , (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee 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, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of any of the foregoing; provided that the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.

Permitted Activities. Holdings will not (a) No Parent Company shall (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents, (ii) Guarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material operating assets other than (i) holding, directly or business activities; provided that indirectly, the following and any activities incidental or related thereto shall be permitted in any event: (a) its ownership Capital Stock of the Equity Interests Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its Subsidiariesobligations under the Loan Documents, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence Indebtedness, Liens (including the ability to incur granting of Liens) and payGuarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) for the performance avoidance of its obligations with respect to the Transactionsdoubt, the Credit Documents and making of any other documents governing Indebtedness permitted hereby, (d) any public offering of its dividend or a direct or indirect parent entity’s common equity distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other issuance acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or sale to comply with applicable Requirements of Law; (vii) effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of, or proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its Subsidiaries current or former officers, directors, members of management, managers, employees and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, advisors or consultants; (fx) if applicable, participating in tax, accounting and other administrative matters as a member matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the consolidated group foregoing and the provision of administrative and advisory services (including treasury and insurance servicesxiv) to its Subsidiaries of providing a type customarily provided by performance guaranty that constitutes a holding company to its Subsidiaries,Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person. (gb) holding The US Borrower shall not (a) incur any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, 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 Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect NY\6497185.2 to officers the U.S. Borrower that are otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower fore-going; and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments (xii) performing activities incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, any Person.

Permitted Activities. Holdings will not With respect to Holdings, engage in any material operating or business activitiesactivities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental or related thereto shall be permitted in any event: (a) : its ownership of the Equity Interests of its Subsidiariesthe Borrower, and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of such Equity Interests, (b) , 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), (c) , the performance of its obligations with respect to the Transactions, the Credit Loan Documents and any other documents governing Indebtedness permitted hereby, (d) , activities relating to any Permitted Reorganization or any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Qualified Equity Interests, (e) financing activities, including any activities incidental to compliance with the issuance 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, incurrence of debtas well as activities incidental to investor relations, receipt shareholder meetings and payment of dividends and distributionsreports to shareholders or debtholders, making contributions activities necessary or reasonably advisable for or incidental to the capital initial registration and listing of its Subsidiaries the Public Parent’s common stock and guaranteeing the obligations continued existence of the Public Parent as a public company, activities required to comply with applicable laws, (1) 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 the greater of $15,000,000 and 10% of Consolidated EBITDA as of the last day of the most recently ended Test Period 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 direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by the Borrower or any of Liens that would constitute a Permitted Lien, (f) their Restricted Subsidiaries, if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) Borrower, holding any cash or property (but not operate any material property), (h) Cash Equivalents, making and receiving of any Restricted Payments or Investments permitted hereunder, (i) , entering into employment agreements and other arrangements with, including providing indemnification to to, officers and directors, (j) activities relating to , establishing and maintaining bank accounts, the obtainment of, and the payment of any Permitted Reorganization, (k) mergingfees and expenses for, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” management, consulting, investment banking and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary advisory services to the extent otherwise permitted under Section 9.10 or by this Section 10, and (o) Agreement and any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided provided, that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of the Borrower and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreements), the Credit Documents, the Second Priority Debt Documents and any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (gvii) holding any cash or property (but not operate any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) activities relating to any Permitted Reorganization, , IPO Reorganization Transaction or a Qualifying IPO, (kxi) 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), , (lxii) repurchases of Indebtedness through pro rata or non-pro rata open market purchases and Dutch auctions, , (mxiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (nxiv) any transaction with the Borrower or any Restricted Subsidiary 237 LEGAL_US_E # 167910103.1167910103.8 to the extent expressly permitted under Section 9.10 or this Section 10, and 10 and (oxv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsTransactions (including under the Acquisition Agreement), the Credit Documents Documents, the Senior Notes, the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (gvii) holding any cash or property (but not operate any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) activities relating to any Permitted Reorganization, , (kxi) 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), , (lxii) repurchases of Indebtedness through pro rata or non-pro rata open market purchases and Dutch auctions, , (mxiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (nxiv) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under Section 9.10 or this Section 10, and 10 and (oxv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to a Holdco, 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) (a) in the case of Intermediate Holdings, its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests and (b) in the case of Holdings, its ownership of the Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit Second Lien Loan Documents and any other documents governing Indebtedness permitted hereby, to be incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions provided that such Guaranteed Obligations shall be subordinated to the capital Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guaranteed Obligations in respect of its Subsidiaries and guaranteeing the obligations of Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by, the Borrower or any of Liens that would constitute a Permitted Lien, the Restricted Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, [reserved], (iix) providing indemnification to officers and directors, directors AMERICAS 94626185 and (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and those for the benefit of the First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and Intermediate Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will not With respect to a Holdco, 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) (a) in the case of Intermediate Holdings, its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests and (b) in the case of Holdings, its ownership of the Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit Second Lien Loan Documents and any other documents governing Indebtedness permitted hereby, to be incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions provided that such Guaranteed Obligations shall be subordinated to the capital Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guaranteed Obligations in respect of its Subsidiaries and guaranteeing the obligations of Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by, the Borrower or any of Liens that would constitute a Permitted Lien, the Restricted Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, [reserved], (iix) providing indemnification to officers and directors, directors and (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and those for the benefit of the First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and Intermediate Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will not With respect to a Holdco, 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) (a) in the case of Intermediate Holdings, its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests and (b) in the case of Holdings, its ownership of the Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit First Lien Loan Documents and any other documents governing Indebtedness permitted hereby, to be incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to exceed $6,000,000 at any time outstanding, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions provided that such Guaranteed Obligations shall be subordinated to the capital Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guaranteed Obligations in respect of its Subsidiaries and guaranteeing the obligations of Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by, the Borrower or any of Liens that would constitute a Permitted Lien, the Restricted Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, [reserved], (iix) providing indemnification to officers and directors, directors and (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and those for the benefit of the First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and Intermediate Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. (a) Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event:: (i) the ownership and/or acquisition of the Equity Interests of Borrower and its other Subsidiaries, including receipt and payment of Dividends and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with the Loan Documents, the Senior Priority Debt Documents or any documentation governing any Indebtedness or guarantee of any Indebtedness of Borrower or any Restricted Subsidiary of Borrower permitted to be incurred or made under Article VI (for the avoidance of doubt, other than the incurrence of any Indebtedness for borrowed money in respect of which Holdings is the primary obligor), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale, including the costs, fees and expenses related thereto, (vi) receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of Borrower and its other Subsidiaries and the incurrence of Liens securing such guarantees, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (ix) activities incidental to the consummation of the Original Transactions and the Transactions, (x) holding any cash or property (but not operate any property), (xi) making and receiving of any Investments permitted hereunder , (xii) any activities in connection with the Post-Closing Reorganization and (xiii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xii) of this paragraph. (ab) its SolarWinds will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments Dividends and other amounts in respect of Equity Interests, , (bii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), , (ciii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the other Companies, (iv) the performance of its obligations under and in connection with respect to the TransactionsLoan Documents, the Credit Senior Priority Debt Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any documentation governing any Indebtedness or guarantee permitted to be incurred or made under Article VI and the other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, agreements contemplated hereby, (ev) financing activities, including the issuance of securities, incurrence of debtIndebtedness and Liens, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct Subsidiaries, (vi) incurring fees, costs and indirect Subsidiaries expenses relating to overhead and incurrence general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise contemplated in Section 6.09, (viii) activities incidental to the consummation of Liens that would constitute a Permitted Lien,the Original Transactions and the Transactions, (ix) holding any cash or property (but not operate any property), (x) making and receiving of any Investments permitted hereunder, (xi) any activities in connection with the Post-Closing Reorganization and (xii) activities incidental or reasonably related to the businesses or activities described in clauses (i) to (xi) of this paragraph. (fc) if applicableCayman I and Cayman III will not hold any Property or cash or engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the ownership and/or acquisition of the Equity Interests of SolarWinds, including receipt and payment of Dividends and other amounts in respect of Equity Interests to the extent that promptly upon receipt thereof, such amounts are distributed to a Loan Party, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings (and any direct or indirect parent thereof) and the provision other Companies, (iv) the performance of administrative its obligations under and advisory services (including treasury in connection with the Loan Documents, the First Lien Loan Documents or any documentation governing any Indebtedness or guarantee permitted to be incurred or made under Article VI and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property the other agreements contemplated hereby (but not operate any material property), (h) making and receiving the incurrence of any Restricted Payments Indebtedness or Investments permitted hereunder, any guarantee thereof or the granting of any Lien on any asset of Cayman I or Cayman III), (iv) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vi) providing indemnification to officers and directors, directors and as otherwise contemplated in Section 6.09, (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (mvii) activities incidental to Permitted Acquisitions the consummation of the Original Transactions and the Transactions, (viii) holding any cash or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiariesother Property received in respect of Dividends, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 such cash or this Section 10other Property is promptly distributed to a Loan Party, and (oix) any activities in connection with the Post-Closing Reorganization and (x) activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (i) to (ix) of this paragraph.

Permitted Activities. Holdings will not (a) No Parent Company shall (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents, (ii) Guarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material operating assets other than (i) holding, directly or business activities; provided that indirectly, the following and any activities incidental or related thereto shall be permitted in any event: (a) its ownership Capital Stock of the Equity Interests Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its Subsidiariesobligations under the Loan Documents, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence Indebtedness, Liens (including the ability to incur granting of Liens) and payGuarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) for the performance avoidance of its obligations with respect to the Transactionsdoubt, the Credit Documents and making of any other documents governing Indebtedness permitted hereby, (d) any public offering of its dividend or a direct or indirect parent entity’s common equity distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other issuance acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or sale to comply with applicable Requirements of Law; (vii) effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of, or proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its Subsidiaries current or former officers, directors, members of management, managers, employees and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, advisors or consultants; (fx) if applicable, participating in tax, accounting and other administrative matters as a member matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the consolidated group foregoing and the provision of administrative and advisory services (including treasury and insurance servicesxiv) to its Subsidiaries of providing a type customarily provided by performance guaranty that constitutes a holding company to its Subsidiaries,Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person. (gb) holding The US Borrower shall not (a) incur any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, 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 Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect to officers the U.S. Borrower that are otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower fore-going; and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments (xii) performing activities incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, any Person.

Permitted Activities. Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to officers and directors, (j) activities relating to any Permitted Reorganization, a Qualifying IPO or a Permitted IPO Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and and (o) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not With respect to a Holdco, 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) (a) in the case of Intermediate Holdings, its ownership of the Equity Interests of its Subsidiariesthe Borrower and activities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of its Equity Interests and (b) in the case of Holdings, its ownership of the Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsLoan Documents, the Credit First Lien Loan Documents and any other documents governing Indebtedness permitted hereby, to be incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities(1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to exceed $6,000,000 at any time outstanding, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions provided that such Guaranteed Obligations shall be subordinated to the capital Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guaranteed Obligations in respect of its Subsidiaries and guaranteeing the obligations of Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other direct and indirect Subsidiaries and incurrence obligations not constituting Indebtedness incurred by, the Borrower or any of Liens that would constitute a Permitted Lien, the Restricted Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, [reserved], (iix) providing indemnification to officers and directors, directors and (j) activities relating to any Permitted Reorganization, (k) 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), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (ox) any activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and those for the benefit of the First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and Intermediate Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. Holdings will Holdco shall 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: : (ai) its ownership of the Equity Interests of its Subsidiariesthe Borrowers and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (bii) 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), , (ciii) the performance of its obligations with respect to the Transactions, the Credit Loan Documents and any other documents governing Indebtedness permitted hereby, Indebtedness, (div) any public offering of its or a direct or indirect parent entity’s common equity stock or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries the Borrowers and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Borrowers, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdco and the provision of administrative Borrowers and advisory services its other Subsidiaries, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (gvii) holding any cash or property (but not operate operating any material property), , (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (iviii) providing indemnification to officers officers, managers and directors, , (jix) the performance of its obligations under and in connection with its Organization Documents, the Term Loan 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 Transactions, the Safeway Merger Agreement, the Restatement Date Transactions, any agreements contemplated by Section 7.08(b)(ii) and any other agreements contemplated hereby and thereby, and (x) any activities relating related, complementary or incidental to the foregoing. Holdco shall not incur any Liens on Equity Interests of the Lead Borrower or Safeway other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, Term Loan Facility Indebtedness and any Permitted Reorganization, First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, and Permitted Ratio Debt (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (each as defined in and incurred in compliance with the definitions terms of “Holdings” the Term Loan Credit Agreement as in effect on the Restatement Effective Date), Permitted Holdco Indebtedness and “New Holdings” Permitted Refinancing Indebtedness in this Agreement), (l) repurchases respect of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation any of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not Notwithstanding the provisions of Section 5(a), the Contributor Affiliated Parties may 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: Competitive Business as follows (a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a "Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder,Activities"): (i) providing indemnification the acquisition, development or co-development of Tax Credit Properties and the sale of the Tax Credit Syndication Interests resulting from such development (subject to officers the obligations set forth in Sections 3 and directors,4); (jii) activities relating providing Bond Enhancement with respect to any Permitted Reorganization,Tax Credit Properties that comprise Economic Tax Credit Syndication Interests (subject to the obligations set forth in Section 4 and provided that if the Contributor Affiliated Parties determine to "sell down", "sell off" or otherwise seek to reduce their exposure with respect to such Bond Enhancement (a "Sell Down") by using the services or products available from an Agency Lender, such Contributor Affiliated Parties shall effect the Sell Down through PW Funding unless (A) PW Funding is prohibited from doing so by the rules of the applicable Agency Lender, (B) the terms being offered by PW Funding are not comparable to the terms offered by other Agency Lenders or (C) the Contributor Affiliated Parties do not utilize the services of an Agency Lender and contract directly with an Agency ; (kiii) mergingproviding mezzanine financing secured by interests in multi-family housing other than on Tax Credit Properties that comprise Non-Economic Tax Credit Syndication Interests, amalgamating provided, however that if such mezzanine financing is subordinate to a senior loan from an Agency Lender, the Contributor Affiliated Parties may not provide such mezzanine financing unless such senior loan is provided by PW Funding (unless (A) PW Funding is prohibited from providing such senior loan by the rules of the applicable Agency Lender, (B) the terms for such senior loan being offered by PW Funding are not comparable to the terms offered by other Agency Lenders (provided that PW Funding shall have the right, within ten (10) Business Days of its receipt of notice from the Contributor Affiliated Parties that PW Funding's original terms are not comparable, to match any terms offered by other Agency Lenders), (C) the Contributor Affiliated Parties did not (x) market their mezzanine lending services through or consolidating in conjunction with Agency Lenders or into (y) arrange for, or otherwise assist the mezzanine borrower in obtaining, such senior loan, or (D) the borrower does not approve PW Funding despite the good faith efforts of the Contributor Affiliated Parties to obtain such approval including, without limitation, providing PW Funding with an opportunity to make a presentation to such borrower); (iv) acquiring or holding less than 5% of the outstanding voting securities of a public company or other entity in which a Contributor Affiliated Party is a passive investor engaged in a Competitive Business; (v) serving as a director of any direct company whose primary business is not a Competitive Business, including, without limitation, Insignia Financial Group, Inc.; (vi) any Competitive Business which (A) a Contributor Affiliated Party proposes to engage in and (B) was not engaged in by RCC, CharterMac or indirect parent AMAC as of the Effective Date (the "New Competitive Business"), if such Contributor Affiliated Party first offers, by written notice which sets forth in reasonable detail the New Competitive Business, to CharterMac and CCC the right to engage in such New Competitive Business and (x) CharterMac or subsidiary CCC does not notify such Contributor Affiliated Party within 60 days after receipt of Holdings such notice that it intends to engage in such business or (y) if CharterMac or CCC so notifies such Contributor Affiliated Party that it will engage in compliance such business, CharterMac or CCC is not actively pursuing such New Competitive Business (provided that CharterMac or CCC shall promptly notify such Contributor Affiliated Party if it ceases to actively pursue such New Competitive Business); (vii) the acquisition of Tax Credits and Tax Credit Syndication Interests (other than any Tax Credits or Tax Credit Syndication Interests arising from transactions sponsored by RCC or any CCC Affiliated Party without the prior consent of RCC or such CCC Affiliated Party) through tender offers or other methods provided (A) the Contributor Affiliated Party engages in such activities for its own account; and (B) the Tax Credit Syndication Interests acquired in connection with such activities are not acquired for the purpose of resale or syndication, unless such Contributor Affiliated Party offers such Tax Credit Syndication Interests to CCC in accordance with the definitions terms of “Holdings” and “New Holdings” in this Agreement),; (lviii) repurchases the acquisition, development or ownership of Indebtedness through pro rata multi-family housing properties (other than Tax Credit Properties as to which subsection 5(b)(i) is applicable), the acquisition or nonownership of interests in any entities which own interests in multi-pro rata purchases family properties (other than Tax Credit Properties as to which subsection 5(b)(vii) is applicable) and Dutch auctions,the sale of interests in any entities formed to acquire such properties; (mix) activities incidental to Permitted Acquisitions equity investment for its own account in multi-family housing properties or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiariesin any entity which acquires, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions develops or similar Investments,owns multi-family housing properties; (nx) equity investment for the account of others in multi-family properties (other than Tax Credit Properties) or in any transaction with the Borrower entity which acquires, develops or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, andowns multi-family properties; (oxi) any activities incidental or reasonably related to the foregoingsponsor privately placed opportunity funds which acquire equity interests in real property assets.

Permitted Activities. Holdings f c \l "2" \* MERGEFORMAT AUTONF D3_TCHoldings will not engage in any material operating or business activities; provided provided, that the following and any activities incidental or related thereto shall be permitted in any event: : (ai) its ownership of the Equity Interests of the Borrowers and its Subsidiariesother Subsidiaries and activities incidental thereto, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, , (bii) 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), , (ciii) the performance of its obligations with respect to the TransactionsTransactions (including under the Comfort Care Acquisition Agreement), the Credit Documents, the Senior Debt Documents and any other documents governing Indebtedness permitted hereby, , (div) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, , (ev) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the a Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, Subsidiaries, (fvi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (gvii) holding any cash or property (but not operate any material property), , (hviii) making and receiving of any Restricted Payments or Investments permitted hereunder, , (iix) providing indemnification to officers and directors, , (jx) activities relating to any Permitted Reorganization, , (kxi) 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), , (lxii) repurchases of Indebtedness through pro rata or non-pro rata open market purchases and Dutch auctions, , (mxiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower Borrowers and its direct and indirect the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (nxiv) any transaction with the any Borrower or any Restricted Subsidiary to the extent expressly permitted under Section 9.10 or this Section 10, and 10 and (oxv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. Holdings will not engage The Trust acknowledges that this appointment is non-exclusive and that the Custodian may act as a manager and/or custodian of any Person and may take any action or do anything in relation to such services so long as the Custodian is performing its obligations under this Custodial Agreement. Subject to Section 11.15, no such performance of other services or the taking of any such action or the doing of any such thing by the Custodian shall be in any material operating manner restricted or business activities; provided otherwise affected by any aspect of the relationship of the Custodian to or with the Trust nor shall it be deemed to violate or give rise to any duty or obligation of the Custodian to the Trust except that the following and Custodian shall not use any activities incidental or related thereto shall be permitted in any event: (a) its ownership of Confidential Information other than to perform the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) 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), (c) the performance of its obligations with respect to the Transactions, the Credit Documents Custodial Services and any other documents governing Indebtedness permitted hereby, use of Confidential Information shall be a violation of and a default under this Custodial Agreement. Notwithstanding the foregoing, during the term of this Custodial Agreement, the Custodian shall be able to act as Seller, Counterparty and Underwriter and shall establish ethical walls to protect and prevent the misuse of Confidential Information of the Trust and avoid or prevent other conflicts of interest and shall put in place safeguards between the employees performing the functions and duties of the Custodian (d"Custodian Employees") any public offering of its or and the employees performing the functions and duties as a direct or indirect parent entity’s common equity or any other issuance or sale of its or Seller ("Seller Employees"), the employees performing the functions and duties as an Underwriter ("Underwriter Employees") and the employees performing the functions and duties as a direct or indirect parent entity’s Equity Interests, Counterparty (e) financing activities"Counterparty Employees"), including the issuance of securitiessuch that at a minimum, incurrence of debt, receipt and payment of dividends and distributions, making contributions no Custodian Employee shall report to the capital of its Subsidiaries same immediate supervisor as any Seller Employees, Underwriter Employees or Counterparty Employees, and guaranteeing there shall at all times be separate accountability frameworks between the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group Custodian Employees 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 SubsidiariesSeller Employees, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to officers and directors, (j) activities relating to any Permitted Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (l) repurchases of Indebtedness through pro rata or non-pro rata purchases and Dutch auctions, (m) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and its direct and indirect Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (n) any transaction with the Borrower or any Restricted Subsidiary to the extent permitted under Section 9.10 or this Section 10, and (o) any activities incidental or reasonably related to the foregoing.