Common use of Holding Company Clause in Contracts

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).. 158

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental theretoSubsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not not, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary Equity Interests of the Borrower) which is formed solely for purposes , the performance of acting as a co-obligor with respect the Loan Documents, any indenture, instrument or agreement governing 155 Syniverse Credit Agreement Indebtedness Incurred pursuant to Section 7.03 by any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, andLoan Party or, in each case, activities incidental thereto; expressly permitted hereunder and thereunder and the consummation of the Transaction, (ii) the entry into, and the performance of its obligations with respect to the Loan Documents incur any Indebtedness (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating other than pursuant to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (Loan Document and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and than Guarantees of Indebtedness permitted to be incurred Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any indenture, instrument or agreement governing Additional Permitted Obligations, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of the Restricted Subsidiaries and Guarantees foregoing, or non-consensual Liens arising solely by operation of other obligations law); or (iv) permit the Borrower to be a Subsidiary that is not constituting Indebtedness; wholly owned by Holdings. Nothing in this Section 7.14 shall prevent Holdings from (via) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (b) the performance of activities relating its obligations with respect to its officersthe Loan Documents, directorsany indenture, managers instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party, the Merger Agreement and employees and those of its Subsidiaries); the other agreements contemplated thereby, (viic) the performing performance of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified Stock), (d) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower and the receipt of Restricted Payments permitted under Section 7.06 or capital contributions in respect of its Equity Interests, (viiie) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including including, without limitation, compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; employees (ixf) the holding of any cash and Cash Equivalents (but not operating any property); , (xg) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, (h) entry into and enforcement of (A) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof or any Parent Holding Company relating to their employment or directorships, (B) insurance policies and related contracts and agreements, and (xiC) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (i) offering, issuing, selling and repurchasing or redeeming any dividends or distributions on its equity securities, (j) filing registration statements, and complying with applicable reporting and other obligations, under federal, state or other securities laws, (k) listing its equity securities and complying with applicable reporting and other obligations in connection therewith, (l) arranging the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (m) performing its obligations under and complying with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (n) incur and pay its operating and business expenses and any taxes for which it may be liable, (o) make loans or other Investments in, or incur of Indebtedness from, its Subsidiaries as and to the extent not prohibited by this Agreement, (p) merge or consolidate into any Parent Holding Company or any Holdings Permitted Subsidiary; provided that, if Holdings is not the surviving entity, such Parent Holding Company or Holdings Permitted Subsidiary, as applicable undertakes the obligations of Holdings under the Loan Documents, (q) own directly or indirectly the Equity Interests of any Holdings Permitted Subsidiary and (r) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. (a) Holdings shall and any Intermediate Parent will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conductIntermediate Parent, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of CWH, Holdings and the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the Loan Documents, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or any other Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreement contemplated by Section 6.08(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including compliance with applicable Laws the costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues and activities relating paying taxes, (vii) providing usual and customary indemnification to its officers, officers and directors, managers (viii) activities in connection with or incidental to the consummation of the Transactions and employees; the IPO Transactions, including any activities in connection with or incidental to the Tax Receivable Agreement, the Holdings LLC Agreement or any other agreement entered into in connection with or incidental to the IPO Transactions, (ix) holding the holding proceeds of any cash and Cash Equivalents capital raises (but whether debt or equity) not operating any property); prohibited by the Loan Documents, (x) activities and contractual rights incidental to the entry into maintenance and performance administration of its obligations with respect to contracts and other arrangementsstock plans, including the providing of indemnification to officers, managers, directors and employees and (xi) any guaranteeing obligations under leases of the Borrower and its Subsidiaries and (xii) activities incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Capital Stock (xi) of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)paragraph.

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (viv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Lux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (viv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Lux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment an amount not to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) exceed $10,000,000 outstanding at any one time or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.15 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents and the Term Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiix) any activities incidental to the foregoing. ; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than from participating in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)a Consolidating Merger.

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (iii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.15 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to 140 incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents and the Term Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiix) any activities incidental to the foregoing. ; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than from participating in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)a Consolidating Merger.

Holding Company. Holdings shall With respect to Parent (but not conductthe Credit Parties), transact carry on any business, own any assets or otherwise engage in incur any material business or operations; provided, that the following shall be permitted in any eventliabilities except for: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiia) the participation in tax, accounting and other administrative matters activities as a member the parent of the consolidated group of Holdings companies (including the Credit Parties) and provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries; (b) ownership of (A) Equity Interests in the BorrowerBorrower (but only if those Equity Interests are subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties), (B) Equity Interests in other Subsidiaries of Parent (including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officersthe formation and capitalization of such subsidiaries), directors, managers and employees; (ixC) the holding of any cash and Cash Equivalents to be used for administrative purposes and (but not operating any propertyD) certain other nominal assets incidental to the business or activities described in this clause (b); (xc) the entry into maintenance of its corporate existence; (d) the execution and delivery of the Fundamental Documents and Senior Loan Documents to which it is a party and the performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and thereunder; (xie) any activities reasonably incidental to the foregoing. Holdings businesses and activities described in the foregoing clauses (a) through (d), (f) holding the Parent Retained Equity until payment of the Parent Equity to Non-Extending Preferred Holders and/or payment of any applicable consent fee to consenting holders of the Parent Preferred, so long as the consent fee to any such consenting holder shall not create, incur, assume or suffer to exist any Lien on any Capital Stock exceed the amount of the Borrower or any Restricted Subsidiary liquidation value of the Parent Preferred held by such holder (other than Liens pursuant the “Parent Preferred Consent Fees”); provided that (1) such Parent Retained Equity shall be subject to any Loan Document, non-consensual Liens arising solely the security arrangements and the covenants and agreements required by operation of Law Amendment No. 2 and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens(2) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of such payment to the Borrower’s Obligations Non-Extending Preferred Holders or payments of Parent Preferred Consent Fees may not be made to the extent that any Default or Event of Default is continuing at such time or would result therefrom, and (g) any other activities consented to by the Administrative Agent in writing in its sole discretion; and (ii) (a) any liabilities under this Agreement the Fundamental Documents and Senior Loan Documents to which it is a party, (or pledged b) any non-recourse pledge of its Equity Interests in favor any other Subsidiary and (c) professional fees and administration costs incurred in the ordinary course of the Collateral Agent, business as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)a holding company.

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent NotesEquivalent Debt, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (viv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Lux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment an amount not to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) exceed $10,000,000 outstanding at any one time or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. (a) Holdings shall and any Intermediate Parent will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conductIntermediate Parent, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the Loan Documents, the Holdings Series B Notes, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or any other Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreement contemplated by Section 6.09(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including compliance with applicable Laws the costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues and activities relating paying taxes, (vii) providing usual and customary indemnification to its officers, officers and directors, managers and employees; (ixviii) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall consummation of the Transactions, (ix) holding the proceeds of capital raises (whether debt or equity) not createprohibited by the Loan Documents, incur(x) activities and contractual rights incidental to the maintenance and administration of stock plans, assume or suffer to exist any Lien on any Capital Stock (xi) guaranteeing obligations under leases of the Borrower or any Restricted Subsidiary and its Subsidiaries and (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liensxii) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment activities incidental to the Borrower’s Obligations under businesses or activities described in clauses (i) to (xi) of this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)paragraph.

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the First Lien Loan Documents, the ABL Loan Documents, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]activities relating to any Permitted Reorganization, a Qualified IPO or a Permitted IPO Reorganization; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees, (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, amalgamating or consolidating with or into any Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the Transactions and (xixvi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur Incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).. 165

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Dutch Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Junior Financing Document, any Ratio Permitted Additional Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 7.14 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction and the Reorganization Transaction; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Dutch Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting IndebtednessSubsidiaries; (viv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the performing of its obligations with respect to the Purchase Agreement and the other agreements contemplated thereby; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Dutch Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Dutch Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilitiesabove).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the a Borrower or a Subsidiary of the a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transactions; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Parent Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the BorrowerBorrowers, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (ii) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.15 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents and the Term Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiix) any activities incidental to the foregoing; provided that, notwithstanding the foregoing, nothing herein shall prohibit or prevent Holdings from participating in a Consolidating Merger. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).​ 155 ​ US\OMARAR\2185v1621.23 9947677.1410 ​

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term FacilityRevolving Credit Commitment Increase), the First Lien Loan Documents (including any Refinancing Notes, any New Incremental Notes, any Incremental Equivalent DebtDebt any Permitted Debt Exchange Notes (each as defined in and as permitted by, the First Lien Loan Documents and any Permitted Refinancing thereof)), the Second Lien Loan Documents, any Junior Financing Document, any Ratio Incremental Equivalent Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]activities relating to any Permitted Reorganization, a Qualified IPO or a Permitted IPO Reorganization; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the a Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, amalgamating or consolidating with or into any Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the Transactions and (xixvi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur Incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).. 208

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.15 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents and the Term Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiix) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Lead Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lead Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Other Indebtedness or Refinancing Permitted Other Indebtedness, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Stock for sale or resale not prohibited by Article 10, including compliance the costs, fees and expenses related thereto, (vi) the making of any dividend or the holding of any cash received in connection with applicable Laws dividends made by the Lead Borrower in accordance with Section 10.5 pending application thereof, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues and activities relating to its officerspaying taxes, directors, managers and employees; (ixvii) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, officers and directors and employees and as otherwise permitted hereunder, (xiviii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock consummation of the Borrower or any Restricted Subsidiary Transactions, (other than Liens pursuant ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any the capital of its Restricted Subsidiaries that is subordinated in right and guaranteeing the obligations of payment its Subsidiaries and (x) activities incidental to the Borrower’s Obligations under businesses or activities described in clauses (i) to (ix) of this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)Section 10.7.

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower Borrowers and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental theretoHoldings; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into any acquisition agreement and the other agreements contemplated thereby and the performance of its obligations with respect thereto, (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the BorrowerBorrowers, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the First Lien Facilities Documentation, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, the First Lien Facilities Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings The Parent (a) shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: activity other than (i) its the ownership of all the Capital Stock of outstanding Equity Interests in the Borrower BV BorrowerSTBV (or other Equity Interests in accordance with clause (b) below or in connection with the Permitted Reorganization) and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect Credit Agreement NYDOCS01/1760806.13 [Different first page setting changed from off in original to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage on in any material business or operation, and, in each case, modified.]. activities incidental thereto; , (ii) activities necessary to consummate the entry intoTransactions and (iii) corporate maintenance activities (including the payment of taxes and expenses associated with being a holding company), (b) shall not own or acquire any assets (other than Equity Interests in the BV BorrowerSTBV or other Subsidiaries of the BV BorrowerSTBV that are pledged to secure the Obligations pursuant to a Collateral Document and cash and Cash Equivalents in amounts reasonably required in connection with its permitted business activities or representing proceeds of a Restricted Payment permitted hereunder temporarily held pending further distribution to the Permitted HoldersUltimate Parent or any intermediate holding company), (c) shall not create, incur, assume or permit to exist any Lien on any property or asset owned by it, other than Liens under the Loan Documents or non-consensual Liens permitted under Section 7.01, (d) shall not incur any liabilities (other than liabilities under the Loan Documents, unsecured Guarantees permitted hereunder, liabilities relating to the performance of its obligations with under such documents, liabilities in respect of guarantees granted pursuant to a declaration of joint and several liability used for the Loan Documents purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code) and other liabilities (not including any Specified Refinancing Debt or any New Term FacilityIndebtedness) incidental to its existence and permitted business activities), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ive) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating may make any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in taxEquity Interests not prohibited by Article 7, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xif) may engage in any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness transaction that Parent is otherwise permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations enter into or consummate under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)Article 7.

Holding Company. Holdings shall not conduct(a) incur, transact directly or otherwise engage in indirectly, any material business Indebtedness or operations; provided, that any other obligation or liability whatsoever other than the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conductobligations under this Agreement, transact the other Loan Documents, the Replacement Term Loan Facility Documents or otherwise engage in any material business or operation, Indebtedness permitted under Section 7.03(v) and, in each case, activities incidental thereto; the credit documents related thereto (ii) the entry into, and the performance other than nonconsensual obligations imposed by operation of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiarieslaw); (viib) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume create or suffer to exist any Lien on upon any Capital Stock property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Security Documents to which it is a party or permitted pursuant to Section 7.01; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Borrower Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, prior to the Funding Date, the Existing Revolving Credit Agreement and the Existing Term Loan Agreement and, on and after the Funding Date, this Agreement, the Loan Documents, the Replacement Term Loan Facility Documents and the credit documents related thereto, (iii) performing its obligations and activities incidental to the consummation of the transactions contemplated by the applicable Restructuring Documentation; (iv) making Restricted Payments and Investments to the extent permitted by this Agreement, (v) incurring and holding any Indebtedness permitted pursuant to Section 7.03(b), (c), (d), (h)(x), (i), (l) or (o), (vi) participating in tax, accounting and administrative activities as part of the consolidated group of the Borrower, and (vii) issuing and selling Equity Interests, and repurchasing such interests, to the extent neither the issuance thereof nor the investment therein is otherwise prohibited by the terms of this Agreement, and receiving equity contributions in respect thereof (and subsequently contributing such equity contributions to the Borrower), and (viii) engaging in the SuperHoldings Formation Transaction if it elects to do so and the Holdings Merger to the extent permitted by Section 7.04(e); (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Restricted Subsidiary (Person other than Liens pursuant to the SuperHoldings Formation Transaction and the Holdings Merger to the extent permitted by Section 7.04(e); (e) sell or otherwise dispose of any Loan Document, non-consensual Liens arising solely by operation Equity Interests of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated (except for any sale of Equity Interests of any of its Subsidiaries in right compliance with the provisions of payment Sections 7.04 or 7.05); (f) create or acquire any direct Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, public as applicable) or Guarantees permitted by clause (iv) above a legal entity separate and liabilities imposed by Law, including Tax liabilities)distinct from all other Persons.

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (i) incur any Indebtedness (other than pursuant to any Loan Document or Term Loan Document and other than Guarantees of Junior Financings and Specified Refinancing Debt), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or Term Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.15 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents and the Term Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiix) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt Debt, any New Term Facility or any New Term Revolving Facility), the Second Lien Facility Documentation, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the 162 performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto, (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment pursuant to the Borrower’s Obligations under this terms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall With respect to Parent (but not conductthe Credit Parties), transact carry on any business, own any assets or otherwise engage in incur any material business or operations; provided, that the following shall be permitted in any eventliabilities except for: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiia) the participation in tax, accounting and other administrative matters activities as a member the parent of the consolidated group of Holdings companies (including the Credit Parties) and provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries; (b) ownership of (A) Equity Interests in the BorrowerBorrower (but only if those Equity Interests are subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties), (B) Equity Interest in other Subsidiaries of Parent (including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officersthe formation and capitalization of such subsidiaries), directors, managers and employees; (ixC) the holding of any cash and Cash Equivalents to be used for administrative purposes and (but not operating any propertyD) certain other nominal assets incidental to the business or activities described in this clause (b); (xc) the entry into maintenance of its corporate existence; (d) the execution and delivery of the Fundamental Documents and the “Fundamental Documents” referenced in each of the Seer P&A Facility Credit Agreement and the Subordinated Loan Agreement to which it is a party and the performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and thereunder; (xie) any activities reasonably incidental to the foregoing. Holdings businesses and activities described in the foregoing clauses (a) through (d), (f) holding the Parent Retained Equity until payment of the Parent Equity to Non-Extending Preferred Holders and/or payment of any applicable consent fee to consenting holders of the Parent Preferred, so long as the consent fee to any such consenting holder shall not create, incur, assume or suffer to exist any Lien on any Capital Stock exceed the amount of the Borrower or any Restricted Subsidiary liquidation value of the Parent Preferred held by such holder (other than Liens pursuant the “Parent Preferred Consent Fees”); provided that (1) such Parent Retained Equity shall be subject to any Loan Document, non-consensual Liens arising solely the security arrangements and the covenants and agreements required by operation of Law Amendment No. 4 and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens(2) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of such payment to the Borrower’s Obligations Non-Extending Preferred Holders or payments of Parent Preferred Consent Fees may not be made to the extent that any Default or Event of Default is continuing at such time or would result therefrom, and (g) any other activities consented to by the Administrative Agent in writing in its sole discretion; and (ii) (a) any liabilities under this Agreement (or pledged the Fundamental Documents to which it is a party and under the “Fundamental Documents” referenced in favor each of the Collateral AgentSeer P&A Facility Credit Agreement and the Subordinated Loan Agreement to which it is a party, (b) any non-recourse pledge of its Equity Interests in any other Subsidiary and (c) professional fees and administration costs incurred in the ordinary course of business as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)a holding company.

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt Debt, any New Term Facility or any New Term Revolving Facility), the Notes Indenture, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto, (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type 227 of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, the Notes Indenture, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment pursuant to the Borrower’s Obligations under this terms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities). Section7.010. Restriction on IP Rights. Permit any Unrestricted Subsidiary to own or exclusively license any IP Rights of the Borrower or any of its Restricted Subsidiaries, other than IP Rights that are not material to the operation of the businesses of Holdings, the Borrower or any of its Restricted Subsidiaries.

Holding Company. Holdings shall not In the case of Holdings, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries performance of the Loan Documents, (ii) incur any Indebtedness (other than pursuant to any Loan Document and other than Guarantees of Senior Secured Notes, Specified Refinancing Debt and Permitted Ratio Debt), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted wholly owned by the last sentence Holdings. Nothing in this Section 7.09 and the Guarantees permitted by clause 7.16 shall prevent Holdings from (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (ii) the performance of activities relating its obligations with respect to its officersthe Loan Documents, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests), (iv) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower, (viiiv) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixvi) the holding of any cash and Cash Equivalents (but not operating any property); , (xvii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, directors (vii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and employees the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (xiviii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not not, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary Equity Interests of the Borrower) which is formed solely for purposes , the performance of acting as a co-obligor with respect the Loan Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, andLoan Party or, in each case, activities incidental thereto; expressly permitted hereunder and thereunder and the consummation of the Transaction, (ii) the entry into, and the performance of its obligations with respect to the Loan Documents incur any Indebtedness (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating other than pursuant to any Permitted Refinancing of Loan Document or the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (Second Lien Facility Documentation and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees than Guaranteesguarantees or security of Indebtedness permitted to be incurred Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, the Second Lien Facility Documentation, any indenture, instrument or agreement governing Additional Permitted Obligations, Second Lien Incremental Indebtedness, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of any of the Restricted Subsidiaries and Guarantees foregoing, or non-consensual Liens arising solely by operation of other obligations law); or (iv) permit the Borrower to be a Subsidiary that is not constituting Indebtedness; wholly owned by Holdings. Nothing in this Section 7.14 shall prevent Holdings from (via) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (b) the performance of activities relating its obligations with respect to its officersthe Loan Documents, directorsany indenture, managers instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan Party, the Merger Agreement and employees and those of its Subsidiaries); the other agreements contemplated thereby, (viic) the performing performance of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified Stock), (d) including converting into another type payment of legal entity; dividends, making contributions to the capital of the Borrower and the receipt of Restricted Payments permitted under Section 7.06 or capital contributions in respect of its Equity Interests, (viiie) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including including, without limitation, compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officersemployees, directors, managers and employees; (ixf) the holding of any cash and Cash Equivalents (but not operating any property); , (xg) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managersmanagers and directors, (h) entry into and enforcement of (A) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof or any Parent Holding Company relating to their employment or directorships, (B) insurance policies and related contracts and agreements, and (xiC) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (i) offering, issuing, selling and repurchasing or redeeming any dividends or distributions on its equity securities, (j) filing registration statements, and complying with applicable reporting and other obligations, under federal, state or other securities laws, (k) listing its equity securities and complying with applicable reporting and other obligations in connection therewith, (l) arranging the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (m) performing its obligations under and complying with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (n) incur and pay its operating and business expenses and any taxes for which it may be liable, (o) make loans or other Investments in, or incur of Indebtedness from, its Subsidiaries as and to the extent not prohibited by this Agreement, (p) merge or consolidate into any Parent Holding Company or any Holdings Permitted Subsidiary; provided that, if Holdings is not the surviving entity, such Parent Holding Company or Holdings Permitted Subsidiary, as applicable undertakes the obligations of Holdings under the Loan Documents, (q) own directly or indirectly the Equity Interests of any Holdings Permitted Subsidiary and (r) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).187 Syniverse Credit Agreement

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not not, (i) conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) operations other than those incidental to its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary Equity Interests of the Borrower) which is formed solely for purposes , the performance of acting as a co-obligor with respect the Loan Documents, any indenture, instrument or agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, andLoan Party or, in each case, activities incidental thereto; expressly permitted hereunder and thereunder and the consummation of the 2012 Transaction, (ii) the entry into, and the performance of its obligations with respect to the Loan Documents incur any Indebtedness (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating other than pursuant to any Permitted Refinancing of the foregoing Loan Document or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (First Lien Facilities Documentation and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees than guarantees or security of Indebtedness permitted to be incurred Incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, First Lien Facilities Documentation, any indenture, instrument or agreement governing Additional Permitted Obligations, First Lien Incremental Indebtedness, Permitted Refinancing Obligations, Permitted Debt Exchange Notes or any Refinancing Indebtedness in respect of any of the Restricted Subsidiaries and Guarantees foregoing, or non-consensual Liens arising solely by operation of other obligations law); or (iv) permit the Borrower to be a Subsidiary that is not constituting Indebtedness; wholly owned by Holdings. Nothing in this Section 7.14 shall prevent Holdings from (via) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance), directors, managers and employees and those of its Subsidiaries); (viib) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangementsthe Loan Documents, including the providing of indemnification to officersany indenture, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume instrument or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens agreement governing Indebtedness Incurred pursuant to Section 7.03 by any Loan DocumentParty, non-consensual Liens arising solely by operation of Law the Merger Agreement and Liens pursuant to documentation relating to the other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stockagreements contemplated thereby, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).143 Syniverse Second Lien Credit Agreement

Holding Company. Holdings shall not conductIn the case of Holdings, transact or otherwise hold any material assets, become liable for any material obligations, engage in any material trade or business, or conduct any business or operations; providedactivity, that the following shall be permitted in any event: other than (i) the maintenance of its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor corporate existence in compliance with respect to any Qualified Holding Company Indebtedness and which does not conductapplicable law, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) legal, tax and accounting matters in connection with any of the entry intoforegoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable 110 (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents and Second Lien Documentation to which it is a party and the performance of its obligations with respect to thereunder (and the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing acknowledgment of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Junior Lien Intercreditor Agreement), (x) the making of contributions to the capital of its Subsidiaries and Guarantees incurrence of Indebtedness that is permitted to be incurred hereunder by the Borrower or any under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Restricted Subsidiaries Borrower (and Guarantees of other obligations Borrower becomes the primary obligor thereon) and not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur feesretained by Holdings, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any the ownership of the Equity Interests of Borrower and (xii) activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)thereto.

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents, any documentation governing Permitted Other Indebtedness or Refinancing Permitted Other Indebtedness, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Stock for sale or resale not prohibited by Section 10, including compliance the costs, fees and expenses related thereto, (vi) the making of any dividend or the holding of any cash received in connection with applicable Laws dividends made by the Borrower in accordance with Section 10.5 pending application thereof, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues and activities relating to its officerspaying taxes, directors, managers and employees; (ixvii) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, officers and directors and employees and as otherwise permitted hereunder, (xiviii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock consummation of the Borrower or any Restricted Subsidiary Transactions, (other than Liens pursuant ix) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any the capital of its Restricted Subsidiaries that is subordinated in right and guaranteeing the obligations of payment its Subsidiaries and (x) activities incidental to the Borrower’s Obligations under businesses or activities described in clauses (i) to (ix) of this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)Section 10.7.

Holding Company. Holdings shall The Partnership will not conduct, transact or otherwise (a) engage in any material business or operations; providedactivity, that the following shall be permitted in other than those of a holding company and activities incidental thereto, (b) own any event: significant assets (other than (i) its ownership of the Capital Stock of Equity Interests in the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conductOperating Company, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry intoany intercompany loan permitted to be made by it pursuant to Section 6.04, (iii) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement, and (iv) other assets used or held in connection with the performance of its obligations with respect activities permitted to be conducted by the Partnership), or (c) have any material liabilities (other than (i) those liabilities for which it is responsible under this Agreement, the Partnership Agreement, the other Loan Documents, the High Yield Documents (including any Specified Refinancing Debt to which it is a party or any New Term Facility)Permitted Unsecured Indebtedness Documents to which it is a party, any Refinancing Notes, intercompany loan permitted to be incurred by it pursuant to Section 6.01 and any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens Partnership pursuant to any Loan DocumentSection 6.01, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens(ii) and shall not incur any Indebtedness (other than liabilities in respect of Disqualified Stockthe Guarantee of leases and contracts of the Loan Parties entered into the ordinary course of business or in connection with any Permitted Acquisition or any Disposition permitted under Section 6.03, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any (iv) liabilities in respect of its Restricted Subsidiaries that is subordinated the Guarantee of the Loan Parties’ trusting obligations described in right of payment to the Borrower’s Obligations under this Agreement Section 5.16 (or pledged including Guarantees in favor of the Collateral Agentapplicable regulatory authorities to maintain the financial condition of the applicable Loan Parties); provided, as applicablehowever, the restrictions contained above shall not prohibit (or be construed to prohibit) the Partnership from (x) conducting administrative and other ordinary course “holding company” activities necessary or Guarantees permitted by clause desirable in connection with the operation of the business and activities of the Loan Parties through the Loan Parties or (ivy) above and liabilities imposed by Law, including Tax liabilities)consummating the C-Corporation Conversion.

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Dutch Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Junior Financing Document, any Ratio Permitted Additional Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 7.14 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction and the Reorganization Transaction; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Dutch Borrower or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting IndebtednessSubsidiaries; (viv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the performing of its obligations with respect to the Purchase Agreement and the other agreements contemplated thereby; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockUS-DOCS\90330440.2103232196.9 Equity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Dutch Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Dutch Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilitiesabove).

Holding Company. Holdings Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the First Lien Facilities Documentation, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentDocumentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries 136 Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto, (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, the First Lien Facilities Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment pursuant to the Borrower’s Obligations under this terms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Facility Documentation, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conductConduct, transact or otherwise engage in any material business or operations; provided, provided that the following shall be permitted in any event: (i) its Holdings’ ownership of the Capital Stock Equity Interests of the Borrower and the Restricted Subsidiaries Borrowers, and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, and activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Facility Documentation, any Refinancing Notes, any New Incremental Equivalent DebtNotes, the Junior Financing Documentation, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 7.13 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transaction; (iv) performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness and other obligations permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and Guarantees of other obligations not constituting IndebtednessSubsidiaries; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of its obligations with respect to the Acquisition Agreement and the other agreements contemplated thereby and the performance of its obligations with respect thereto; (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified StockEquity Interests) including converting into another type of legal entity; (viiiix) the participation in tax, accounting and other administrative matters as a member of the any applicable consolidated group of Holdings and the Borrowergroup, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xii) the performance of management and administrative services on behalf of, or for the benefit of, its Subsidiaries; and (xixiii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock Equity Interests of the Borrower or any Restricted Subsidiary Borrowers (other than Liens pursuant to any Loan Document, the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness indebtedness permitted to be Incurred hereunder and any Permitted Liensincurred hereunder) and shall not incur any Indebtedness (other than in respect of Indebtedness permitted under Section 7.02(n), Disqualified StockEquity Interests, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause clauses (ivii) and (v) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conductIn the case of Holdings, transact or otherwise hold any material assets, become liable for any material obligations, engage in any material trade or business, or conduct any business or operations; providedactivity, that the following shall be permitted in any event: other than (i) the maintenance of its ownership of the Capital Stock of the Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor corporate existence in compliance with respect to any Qualified Holding Company Indebtedness and which does not conductapplicable law, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) legal, tax and accounting matters in connection with any of the entry intoforegoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations with respect to thereunder (and the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing acknowledgment of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) [reserved]; (iv) performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Junior Lien Intercreditor Agreement), (x) the making of contributions to the capital of its Subsidiaries and Guarantees incurrence of Indebtedness that is permitted to be incurred hereunder by the Borrower or any under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Restricted Subsidiaries Borrower (and Guarantees of other obligations Borrower becomes the primary obligor thereon) and not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur feesretained by Holdings, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any the ownership of the Equity Interests of Borrower and (xii) activities incidental to the foregoingthereto. In addition, Holdings shall not createconsummate a Delaware LLC Division, incurunless each Delaware Divided LLC formed thereby executes and delivers to the Administrative Agent joinders to this Agreement and the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Documentwhich it becomes a Guarantor under Article X hereunder, non-consensual Liens arising solely by operation of Law a Pledgor under the Security Agreement and Liens pursuant to documentation relating to other secured Indebtedness permitted agrees to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under bound by this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities)Section 7.15.

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Existing First Lien Credit Agreement, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]activities relating to any Permitted Reorganization; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Sky Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xixiv) any activities incidental to the foregoing. Holdings shall not createmerging, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).amalgamating or

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, provided that the following shall be permitted in any event: (i) its the ownership of the Capital Stock of the Parent Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the a Borrower or a Subsidiary of the a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility or any New Revolving Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 6.20 and the Guarantees permitted by clause (iv) below; (iii) [reserved]the consummation of the Transactions; (iv) the performing of activities (including without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Parent Borrower or any of the Restricted Subsidiaries (including, for the avoidance of doubt, Indebtedness permitted to be incurred pursuant to Section 7.01) and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the any Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment pursuant to the Borrower’s Obligations under this terms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Loan Documents, the ABL Loan Documents, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]activities relating to any Permitted Reorganization, a Qualified IPO or a Permitted IPO Reorganization; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, amalgamating or consolidating with or into any Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the Transactions and (xixvi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur Incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower and the Borrower, its Restricted Subsidiaries and any other Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second Lien Loan Documents, the ABL Loan Documents, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (ivv) below; (iii) [reserved]activities relating to any Permitted Reorganization, a Qualified IPO or a Permitted IPO Reorganization; (iv) the performing of activities (including including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform, ; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xiv) merging, amalgamating or consolidating with or into any Person in compliance with Section 7.03 and disposing of any Capital Stock; (xv) consummating the Transactions and (xixvi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be Incurred hereunder and any Permitted Liens) and shall not incur Incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between Holdings and any of its Restricted Subsidiaries that is subordinated in right of payment to the Borrower’s Obligations under this Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted by clause (iv) above and liabilities imposed by Law, including Tax liabilities).. 174