Common use of Holdings Clause in Contracts

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 Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Loan Documents, any Credit Agreement Refinancing Indebtedness, the Term Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition Documents or the other agreements contemplated by the Term Facility, the Senior Notes, the Senior Notes Indenture and those of its Subsidiaries); the Acquisition Documents, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or the Acquisition Documents; and (xiii) activities related or operations incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)9.13.

Holdings. HoldingsNotwithstanding anything herein to the contrary, shall Holdings will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) activity other than its continuing ownership of the Equity Interests Capital Securities of the Lead Borrower and activities related or incidental thereto; (ii) the performance other Borrowers, employment of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing executive officers of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrowerother Borrowers and management of its and their operations (and related activities, including leasing space and equipment and ancillary matters) and its compliance with the obligations applicable laws and legalto it under the Loan Documents. Without limiting the generality of the immediately preceding sentence, tax and accounting matters related thereto and activities relating to its employees; Holdings will not (viiia) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than Indebtedness in connection with the first sentence of this Section, and Indebtedness in respect of Disqualified Stockthe Loan Documents), Qualified Holding Company Indebtedness(b) create, obligations assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Investment permitted by Section 6.04(kLoan Documents), (c) as wind-up, liquidate or dissolve itself (or suffer to exist any of the Closing Dateforegoing), Indebtedness consolidate or amalgamate with or merge into or with any other Person, (d) except as otherwise permitted under Section 7.2.9, issue, sell, transfer, lease, contribute or otherwise convey (including by clause way of merger), or grant any options, warrants or other rights to, any of Holding’s assets (including its Capital Securities and the Capital Securities of its Subsidiaries) to any Person in a single transaction or series of transactions (other than the issuance of its Capital Securities, to the extent not resulting in a Change in Control, to management, employees, or to other Persons in connection with Permitted Acquisitions (including by way of a “rollover” of equity in connection with such Permitted Acquisition)), unless, in the case of the Disposition of any of Holding’s Capital Securities or warrants or options with respect thereto, Holdings shall (i) contribute the proceeds of such Disposition (in whatever form received by Holdings) to the other Borrowers and (ii) above comply with, and cause the other Borrowers to comply with, the requirements of Section 3.1.1, (e) convey, sell, transfer, lease or Guarantees permitted by clause otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (ivf) abovecreate, incur, assume or suffer to exist any Investment in any Person other than the other Borrowers or (g) permit to be taken any action that would result in a Change in Control. Holdings agrees not to commence or cause the commencement of any of the actions described in clauses (b), (c), (d) or (e) of Section 8.1.9 with respect to any of its Subsidiaries.

Holdings. Holdings, Holdings shall not conduct(a) create, transact incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens of the type permitted by (x) Section 8.8(h) (but solely to the extent such Liens secure indebtedness and other obligations incurred pursuant to, and subject to the restrictions under, Section 8.7(a) and 8.7(o)) and (y) Section 8.8(y) and nonconsensual Liens of the type otherwise permitted under Section 8.8), or (b) conduct or engage in any material operations or business or operations; provided, that the following shall be permitted in incur any event: indebtedness other than (i) those incidental to its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence and good standing, (including iii) entering into and performing its obligations under the ability to incur feesLoan Documents and any Permitted Refinancing thereof, costs and expenses relating to such maintenance and performance of activities relating to its employees and those of its Subsidiaries); (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests to the extent not triggering a Change of Control, (other than Disqualified Stock); v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 8, (vi) guaranteeing the obligations of its Restricted Subsidiaries permitted hereunder, including under the Loan Documents or any Permitted Refinancing thereof, (vii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that includes Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.12 or by its Unrestricted Subsidiaries or contributions to its capital or in exchange for the sale or issuance of Equity Interests, (ix) the providing of indemnification to directors, officers, managers employees, members of management and directors consultants and (x) any activities related or incidental to any of the foregoing. If no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided, that (x) Holdings shall be the continuing or surviving corporation or (y) if the Person formed by or surviving any such merger or consolidation is not createHoldings (any such Person, incurthe “Successor Holdings”), assume (A) the Successor Holdings shall (1) be an entity organized or suffer to exist any Lien on any Equity Interests existing under the laws of the Lead Borrower United States, any state thereof, the District of Columbia or any territory thereof and (2) at the time such entity becomes the Successor Holdings, would comply with the requirements of this Section 8.23 as if they had applied to the Successor Holdings immediately prior to such time and (B) the Successor Holdings shall not incur any Indebtedness (expressly assume all the obligations of Holdings under this Agreement and the other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Investment permitted by Section 6.04(k) as of Administrative Agent; provided, further that if the Closing Dateforegoing are satisfied, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which it is a party.

Holdings. Holdings, shall not conduct, transact Permit Holdings or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: Canada Holdings to (i) incur, directly or indirectly, any Indebtedness or any other material contractual obligation or liability whatsoever, other than (x) under this Agreement, the Other Documents and its Organizational Documents, (y) guarantees of obligations of other Loan Parties and (z) obligations and liabilities incurred in connection with ordinary course holding company activities associated with maintaining its separate existence and its ownership of the Equity Interests of the Lead Borrower other Loan Parties and activities related or incidental theretotheir Subsidiaries; (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume create or suffer to exist any Lien on upon any property or assets now owned or hereafter acquired by it other than (x) the Liens created under this Agreement and the Other Documents and (y) other Liens permitted under Section 7.3 hereof; (iii) engage in any active business or activity or own any assets other than (w) a deposit account at PNC, (x) receiving and distributing the dividends and distributions permitted to be made to it under Section 7.8, (y) holding, directly or indirectly, not less than one hundred percent (100%) of the Equity Interests of Borrowers, and (z) performing its obligations as a holding company with ownership of the other Loan Parties and their Subsidiaries and activities incidental thereto, including, without limitation, any activities relating to any tax, accounting, legal, regulatory and other administrative matters, and performing its obligations under this Agreement, the Other Documents and its Organizational Documents; (iv) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person except as otherwise permitted by this Agreement; (v) sell or otherwise dispose of any Equity Interests of the Lead any Borrower and shall not incur except as otherwise permitted by this Agreement; (vi) create or acquire any Indebtedness (direct Subsidiary or make or own any direct Investment in any Person, in each case other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant the Loan Parties and except as otherwise permitted by this Agreement; or (vii) fail to hold itself out to the Investment permitted by Section 6.04(k) public as of the Closing Date, Indebtedness permitted by clause a legal entity separate and distinct from all other Persons (ii) above or Guarantees permitted by clause (iv) aboveexcluding financial reporting consolidating).

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees and those of its Subsidiariesthe Loan Documents, any Credit Agreement Refinancing Indebtedness, the First Lien Facility, the First Lien Facility Documentation, the ABL Facility, the ABL Facility Documentation, any Senior Notes (or any Permitted Refinancing Indebtedness in respect thereof); , the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the other agreements contemplated by the First Lien Facility, the ABL Facility, the Senior Notes (vior any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture, (iv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents; and (xiii) activities related or operations incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)9.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Loan Documents, the ABL Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition Documents or the other agreements contemplated by the ABL Facility, the Senior Notes, the Senior Notes Indenture and those of its Subsidiaries); the Acquisition Documents, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or the Acquisition Documents; and (xiii) activities related or operations incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)9.13.

Holdings. In the case of Holdings, shall not create, incur or suffer to exist any Liens on Equity Interests of the Parent Borrower, other than non-consensual Liens that arise solely by operation of Law, or conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any eventoperations other than: (i) its ownership of the Equity Interests of the Lead Parent Borrower and activities related or incidental thereto; other Subsidiaries, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance maintenance), (iii) the incurrence of the Guarantees, and the performance of activities relating its obligations with respect to its employees and those of its Subsidiaries); the Loan Documents, the Senior Notes, the Existing Notes or any Permitted Subordinated Notes, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or any transaction permitted under Section 7.04, (other than Disqualified Stock); v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (viivi) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings the Parent Borrower and other Subsidiaries, (vii) holding any cash or property received in connection with Restricted Payments made by the Lead BorrowerParent Borrower or any Restricted Subsidiary in accordance with Section 7.06 pending application thereof by Holdings, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding providing indemnification to officers and directors of Holdings or any cash (but not operating any property); of its direct or indirect parent companies, (ix) conducting, transacting or otherwise engaging in any business or operations of the providing of indemnification to officerstype that it conducts, managers and directors transacts or engages in on the Closing Date, and (x) any activities related business or operations incidental to each of the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

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 Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), the ABL Documents, any New Incremental Notes, the Senior Secured Notes, the Existing Unsecured Notes, the New Senior Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of its obligations with respect to the Acquisition 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 Equity Interests (other than Disqualified Stock); (viiviii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viiiix) the holding of any cash (but not operating any property); (ixx) the providing of indemnification to officers, managers and directors and (xxi) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower (other than Liens pursuant to any Loan Document, any ABL Documents or any Senior Secured Notes Documents or any Permitted Refinancing of the ABL Documents or any Senior Secured Notes Documents) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k6.04(l) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. the Borrower or any Restricted Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 (other than any such judgment covered by insurance (other than under a self-insurance program) to the extent a claim therefor has been made in writing and liability therefor has not been denied by the insurer) shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not conductbe effectively stayed, transact or otherwise engage any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment; (l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material business or operations; providedCollateral, that with the following shall be permitted in any event: priority required by the applicable Security Document, except as a result of (i) its ownership the sale or other disposition of the Equity Interests of applicable Collateral in a transaction permitted under the Lead Borrower and activities related or incidental thereto; Loan Documents, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness release thereof as provided in Section 9.14 or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation Administrative Agent’s failure to (A) maintain possession of any stock certificate, promissory note or other instrument delivered to it under the TransactionsCollateral Agreement or (B) file Uniform Commercial Code continuation statements; (ivn) the payment of dividendsany material Security Document shall cease to be, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to or shall be incurred hereunder asserted by any Loan PartyParty not to be, in full force and effect, except as a result of the release thereof as provided in the applicable Loan Document or Section 9.14; (vo) any Guarantee purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, in full force and effect, except as a result of the maintenance of its legal existence release thereof as provided in the applicable Loan Document or Section 9.14; or (including the ability to incur feesp) a Change in Control shall occur; then, costs and expenses relating to in every such maintenance and performance of activities relating to its employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests event (other than Disqualified Stockan event with respect to Holdings or the Borrower described in clause (h) or (i) of this Article); (vii) , and at any time thereafter during the participation in taxcontinuance of such event, accounting the Administrative Agent may, and other administrative matters as a member at the request of the consolidated group of ParentRequired Lenders shall, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).by

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Loan Documents, any Credit Agreement Refinancing Indebtedness, the Term Facility, the Second Lien Facility, the Second Lien Facility Documentation, any Senior Notes (or any Permitted Refinancing in respect thereof), or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition Documents or the other agreements contemplated by the Term Facility, the Second Lien Facility, the Senior Notes (or any Permitted Refinancing in respect thereof), the Senior Notes Indenture and those of its Subsidiaries); the Acquisition Documents, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or the Acquisition Documents; and (xiii) activities related or operations incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)9.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its Holdings’ ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; its other direct and indirect Subsidiaries, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating 212 to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with applicable laws (A) Restricted Payments received from, and legalInvestments in Holdings made by, tax and accounting matters related thereto and activities relating its Subsidiaries, (B) contributions to its employees; capital or in exchange for the issuance of Equity Interests (viii) including the holding redemption in whole or in part of any cash of its Equity Interests (but not operating other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any property); of the foregoing pending application thereof by Holdings, (ixxii) the providing of indemnification and contribution to directors, officers, managers employees, members of management and directors consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xxiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities related or incidental to the foregoing. consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted 213 Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall not create, incur, assume be the continuing or suffer to exist any Lien on any Equity Interests surviving Person or the continuing or surviving Person shall be organized under the Laws of the Lead Borrower United States of America, any state thereof or the District of Columbia and shall not incur any Indebtedness (other than expressly assume the obligations of Holdings under the Loan Documents in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant a manner reasonably acceptable to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause Administrative Agent or (ii) above change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or Guarantees permitted by clause activities described in clauses (ivi) above)to (xvi) of this Section 7.13.

Holdings. Holdings, shall Holdings will not conduct, transact or otherwise engage in any material operating or business or operationsactivities; provided, provided that Holdings may engage in the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests equity interests of the Lead Borrower and activities related or incidental thereto; , including payment of dividends and other amounts in respect of its equity interests, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Transaction, Credit Documents and those any other documents governing permitted Indebtedness of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock Borrower or any other Subsidiary, (iv) any issuance or sale of its equity interests, (v) payment of any distribution to its parent company and making contributions to the capital of the Borrower, (vi) the incurrence of (a) unsecured Indebtedness that is subordinated to the guarantee of the Obligations made by Holdings, (b) the guarantee of the Obligations (including any guarantee in connection with a Permitted Refinancing of the Obligations), and (c) guarantees of other obligations not constituting Indebtedness, Disqualified Equity Interests (other than Disqualified Stock); or preferred stock incurred by the Borrower or any of its Subsidiaries, (vii) the participation if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any or property); , (ix) the providing making of indemnification to officersany Restricted Payments or Investments or entering into any other transactions permitted hereunder, managers and directors and (x) providing indemnification to officers and directors, (xi) repurchases of Indebtedness including through open market purchases permitted hereunder, (xii) transactions in connection with any reorganization or other similar activities among Holdings, the Borrower and their respective Subsidiaries related to Tax planning and reorganization and (xiii) any activities incidental or reasonably related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).127

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its Holdings’ ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; its other direct and indirect Subsidiaries, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere 212 permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with applicable laws (A) Restricted Payments received from, and legalInvestments in Holdings made by, tax and accounting matters related thereto and activities relating its Subsidiaries, (B) contributions to its employees; capital or in exchange for the issuance of Equity Interests (viii) including the holding redemption in whole or in part of any cash of its Equity Interests (but not operating other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any property); of the foregoing pending application thereof by Holdings, (ixxii) the providing of indemnification and contribution to directors, officers, managers employees, members of management and directors consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xxiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities related or incidental to the foregoing. consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar 213 Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall not create, incur, assume be the continuing or suffer to exist any Lien on any Equity Interests surviving Person or the continuing or surviving Person shall be organized under the Laws of the Lead Borrower United States of America, any state thereof or the District of Columbia and shall not incur any Indebtedness (other than expressly assume the obligations of Holdings under the Loan Documents in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant a manner reasonably acceptable to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause Administrative Agent or (ii) above change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or Guarantees permitted by clause activities described in clauses (ivi) above)to (xvi) of this Section 7.13.

Holdings. Holdings, Holdings shall not conduct(a) create, transact incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens of the type permitted by (x) Section 8.8(h) (but solely to the extent such Liens secure indebtedness and other obligations incurred pursuant to, and subject to the restrictions under, Sections 8.7(a) and 8.7(o)) and (y) Section 8.8(y) and nonconsensual Liens of the type otherwise permitted under Section 8.8), or (b) conduct or engage in any material operations or business or operations; provided, that the following shall be permitted in incur any event: indebtedness other than (i) those incidental to its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence and good standing, (including iii) entering into and performing its obligations under the ability to incur feesLoan Documents and any Permitted Refinancing thereof, costs and expenses relating to such maintenance and performance of activities relating to its employees and those of its Subsidiaries); (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests to the extent not triggering a Change of Control, (other than Disqualified Stock); v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 8, (vi) guaranteeing the obligations of its Restricted Subsidiaries permitted hereunder, including under the Loan Documents or any Permitted Refinancing thereof, (vii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that includes Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.12 or by its Unrestricted Subsidiaries or contributions to its capital or in exchange for the sale or issuance of Equity Interests, (ix) the providing of indemnification to directors, officers, managers employees, members of management and directors consultants and (x) any activities related or incidental to any of the foregoing. Other than during the Basket Suspension Period, if no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (x) Holdings shall be the continuing or surviving corporation or (y) if the Person formed by or surviving any such merger or consolidation is not createHoldings (any such Person, incurthe “Successor Holdings”), assume (A) the Successor Holdings shall (1) be an entity organized or suffer to exist any Lien on any Equity Interests existing under the laws of the Lead Borrower United States, any state thereof, the District of Columbia or any territory thereof and (2) at the time such entity becomes the Successor Holdings, would comply with the requirements of this Section 8.23 as if they had applied to the Successor Holdings immediately prior to such time and (B) the Successor Holdings shall not incur any Indebtedness (expressly assume all the obligations of Holdings under this Agreement and the other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Investment permitted by Section 6.04(k) as of Administrative Agent; provided, further, that if the Closing Dateforegoing are satisfied, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which it is a party.

Holdings. Holdings, Holdings shall not conduct(a) create, transact incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens of the type permitted by (x) Section 8.8(h) (but solely to the extent such Liens secure indebtedness and other obligations incurred pursuant to, and subject to the restrictions under, Sections 8.7(a) and 8.7(o)) and (y) Section 8.8(y) and nonconsensual Liens of the type otherwise permitted under Section 8.8), or (b) conduct or engage in any material operations or business or operations; provided, that the following shall be permitted in incur any event: indebtedness other than (i) those incidental to its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence and good standing, (including iii) entering into and performing its obligations under the ability to incur feesLoan Documents and any Permitted Refinancing thereof, costs and expenses relating to such maintenance and performance of activities relating to its employees and those of its Subsidiaries); (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests to the extent not triggering a Change of Control, (other than Disqualified Stock); v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 8, (vi) guaranteeing the obligations of its Restricted Subsidiaries permitted hereunder, including under the Loan Documents or any Permitted Refinancing thereof, (vii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that includes Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.12 or by its Unrestricted Subsidiaries or contributions to its capital or in exchange for the sale or issuance of Equity Interests, (ix) the providing of indemnification to directors, officers, managers employees, members of management and directors consultants and (x) any activities related or incidental to any of the foregoing. IfOther than during the Basket Suspension Period, if no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided, that (x) Holdings shall be the continuing or surviving corporation or (y) if the Person formed by or surviving any such merger or consolidation is not createHoldings (any such Person, incurthe “Successor Holdings”), assume (A) the Successor Holdings shall (1) be an entity organized or suffer to exist any Lien on any Equity Interests existing under the laws of the Lead Borrower United States, any state thereof, the District of Columbia or any territory thereof and (2) at the time such entity becomes the Successor Holdings, would comply with the requirements of this Section 8.23 as if they had applied to the Successor Holdings immediately prior to such time and (B) the Successor Holdings shall not incur any Indebtedness (expressly assume all the obligations of Holdings under this Agreement and the other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Investment permitted by Section 6.04(k) as of Administrative Agent; provided, further, that if the Closing Dateforegoing are satisfied, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which it is a party.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its Holdings’ ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; its other direct and indirect Subsidiaries, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with applicable laws (A) Restricted Payments received from, and legalInvestments in Holdings made by, tax and accounting matters related thereto and activities relating its Subsidiaries, (B) contributions to its employees; capital or in exchange for the issuance of Equity Interests (viii) including the holding redemption in whole or in part of any cash of its Equity Interests (but not operating other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any property); of the foregoing pending application thereof by Holdings, (ixxii) the providing of indemnification and contribution to directors, officers, managers employees, members of management and directors consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xxiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities related or incidental to the foregoing. consummation of the Transaction, (xv)(1) reincorporating in a new 220 jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall not create, incur, assume be the continuing or suffer to exist any Lien on any Equity Interests surviving Person or the continuing or surviving Person shall be organized under the Laws of the Lead Borrower United States of America, any state thereof or the District of Columbia and shall not incur any Indebtedness (other than expressly assume the obligations of Holdings under the Loan Documents in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant a manner reasonably acceptable to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause Administrative Agent or (ii) above change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or Guarantees permitted by clause activities described in clauses (ivi) above)to (xvi) of this Section 7.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; and, indirectly, the Subsidiaries of the Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the foregoing, the Acquisition Agreement, other agreements contemplated by the Acquisition Agreement and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary expressly permitted under this Article VII, including, (A) any transaction permitted under Section 7.04 or Section 7.05, (B) making (x) payments or Restricted Payments to the extent otherwise permitted under this Section 7.13 and (y) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06 (or, in each case, the making of a loan to any direct or indirect parent in lieu of any such Restricted Payment) and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of intercompany debt extended to it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and granting a security interest in its assets related thereto (to the extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (or any direct or indirect parent thereof) and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, (xi) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (including compliance the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management, and consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the consummation of the 174 Transaction, (xv) organizational activities incidental to Permitted Acquisitions or Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or investments incidental to such Permitted Acquisitions or Investments in each case consummated substantially contemporaneously with the consummation of the applicable laws and legalPermitted Acquisitions or Investments, tax and accounting matters related thereto and (xvi) activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officersPermitted Reorganization, managers and directors a Qualifying IPO or a Permitted IPO Reorganization and (xxvii) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xvi) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)7.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; and, indirectly, the Subsidiaries of the Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the foregoing, the Acquisition Agreement, other agreements contemplated by the Acquisition Agreement and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary expressly permitted under this Article VII, including, (A) any transaction permitted under Section 7.04 or Section 7.05, (B) making (x) payments or Restricted Payments to the extent otherwise permitted under this Section 7.13 and (y) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06 (or, in each case, the making of a loan to any direct or indirect parent in lieu of any such Restricted Payment) and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of intercompany debt extended to it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and granting a security interest in its assets related thereto (to the extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (or any direct or indirect parent thereof) and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, (xi) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (including compliance the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management, and consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the consummation of the Transaction, (xv) organizational activities incidental to Permitted Acquisitions or Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or investments incidental to such Permitted Acquisitions or Investments in each case consummated substantially contemporaneously with the consummation of the applicable laws and legalPermitted Acquisitions or Investments, tax and accounting matters related thereto and (xvi) activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officersPermitted Reorganization, managers and directors a Qualifying IPO or a Permitted IPO Reorganization and (xxvii) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xvi) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)7.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Loan Documents, the Term Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition Documents or the other agreements contemplated by the Term Facility, the Senior Notes, the Senior Notes Indenture and those of its Subsidiaries); the Acquisition Documents, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or the Acquisition Documents; and (xiii) activities related or operations incidental to the foregoingbusinesses or activities described in clauses (i) to (xii) of this Section 9.13. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).165

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its Holdings’ ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; its other direct and indirect Subsidiaries, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with applicable laws (A) Restricted Payments received from, and legalInvestments in Holdings made by, tax and accounting matters related thereto and activities relating its Subsidiaries, (B) contributions to its employees; capital or in exchange for the issuance of Equity Interests (viii) including the holding redemption in whole or in part of any cash of its Equity Interests (but not operating other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any property); of the foregoing pending application thereof by Holdings, (ixxii) the providing of indemnification and contribution to directors, officers, managers employees, members of management and directors consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xxiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities related or incidental to the foregoing. consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall not create, incur, assume be the continuing or suffer to exist any Lien on any Equity Interests surviving Person or the continuing or surviving Person shall be organized under the Laws of the Lead Borrower United States of America, any state thereof or the District of Columbia and shall not incur any Indebtedness (other than expressly assume the obligations of Holdings under the Loan Documents in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant a manner reasonably acceptable to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause Administrative Agent or (ii) above change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or Guarantees permitted by clause activities described in clauses (ivi) above)to (xvi) of this Section 7.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any eventfollowing: (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; its other Subsidiaries, (ii) the maintenance of its legal existence (including the incurrence of fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents (including Documents, any Permitted Ratio Debt, any Term Loan Refinancing Debt, any Credit Agreement Revolving Credit Refinancing Indebtedness or any Term Loan Facility)Indebtedness, any New Incremental NotesRevolving Credit Refinancing Debt, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt Credit Agreement Term Refinancing Indebtedness, and any Permitted Refinancing of any of the foregoing agreement contemplated in connection with a transaction otherwise permitted in accordance with the terms of under this Agreement; (iii) the consummation of the Transactions; Section 7.13, (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stockincluding Qualified Equity Interests); , (v) any transaction permitted under Section 7.04 or Section 7.05, (vi) making Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06, (vii) making Investments in the participation Borrower and its Subsidiaries, (viii) guaranteeing the obligations of the Borrower and its Subsidiaries in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, (ix) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (x) holding any cash, Cash Equivalents or other property received in connection with applicable laws Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, contributions to its capital or in excluding for the issuance of Equity Interests and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xi) providing indemnification to its directors and officers, (xii) making Investments in assets that are Cash Equivalents and (xiii) activities incidental to legal, tax and accounting matters related thereto in connection with the foregoing and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)7.13.

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 Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its obligations with respect From time to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of time after the Closing Date, Indebtedness permitted by clause Holdings may form one or more new Domestic Subsidiaries to become direct or indirect parent companies of the Borrower Agent; provided that, contemporaneously with the formation of the new direct parent company of the Borrower Agent (an “Intermediate Holdings”), such person (i) enters into a joinder to this Agreement and a supplement to the Collateral Agreement duly executed and delivered on behalf of such person and (ii) above provides to the Administrative Agent all information related to such person (including names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent and mutually agreed to be required under “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to be obtained by the Administrative Agent or Guarantees any Lender. Immediately after any Intermediate Holdings complying with the proviso in the foregoing sentence, the Guarantee incurred by the then existing Holdings of the Obligations shall automatically terminate and Holdings shall be released from its obligations under the Loan Documents, shall cease to be a Loan Party and any Liens created by any Loan Documents on any assets or Equity Interest owned by Holdings shall automatically be released (unless, in each case, the Borrower Agent shall elect in its sole discretion that such release of Holdings shall not be effective). Thereafter, Intermediate Holdings shall be deemed to be Holdings for all purposes of this Agreement (until any additional Intermediate Holdings shall be formed in accordance with this Section 1.09) and the Borrower Agent and the Administrative Agent shall be permitted by clause (iv) above)to amend this Agreement and the other Loan Documents to reflect the transactions consummated in accordance with this Section 1.09 and the resulting organizational structure of Intermediate Holdings and its Subsidiaries.

Holdings. Holdings, Holdings shall not conduct(a) create, transact incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens of the type permitted by Section 8.8(h) and Section 8.8(y) and nonconsensual Liens of the type otherwise permitted under Section 8.8), or (b) conduct or engage in any material operations or business or operations; provided, that the following shall be permitted in incur any event: indebtedness other than (i) those incidental to its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence and good standing, (including iii) entering into and performing its obligations under the ability to incur feesLoan Documents and any Permitted Refinancing thereof, costs and expenses relating to such maintenance and performance of activities relating to its employees and those of its Subsidiaries); (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests to the extent not triggering a Change of Control, (other than Disqualified Stock); v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 8, (vi) guaranteeing the obligations of its Subsidiaries permitted hereunder, including under the Loan Documents or any Permitted Refinancing thereof, (vii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that includes Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.12 or contributions to its capital or in exchange for the sale or issuance of Equity Interests, (ix) the providing of indemnification to directors, officers, managers employees, members of management and directors consultants and (x) any activities related or incidental to any of the foregoing. So long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided, that (x) Holdings shall be the continuing or surviving corporation or (y) if the Person formed by or surviving any such merger or consolidation is not createHoldings (any such Person, incurthe “Successor Holdings”), assume (A) the Successor Holdings shall be an entity organized or suffer to exist any Lien on any Equity Interests existing under the laws of the Lead Borrower United States, any state thereof, the District of Columbia or any territory thereof and (B) the Successor Holdings shall not incur any Indebtedness (expressly assume all the obligations of Holdings under this Agreement and the other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Investment permitted by Section 6.04(k) as of Administrative Agent; provided, further that if the Closing Dateforegoing are satisfied, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which it is a party.

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 Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan 97 Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers and directors and (x) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. Holdings, shall Holdings will not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (iand activities incidental thereto): (1) its the ownership or acquisition of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Capital Stock (iiother than Disqualified Stock) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of other Successor Holdings or the foregoing permitted in accordance with the terms of this Agreement; Borrower, (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v2) 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 maintenance, (3) to its employees and those of its Subsidiaries); (vi) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Stock); (vii) the participation extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated combined group of Parent, Holdings and the Lead Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the ABL Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including compliance the costs, fees and expenses related thereto, (6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder), (7) the incurrence of Qualified Holding Company Debt, (8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including: (a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.09 and (ii) with applicable laws any amounts received pursuant 229 US-DOCS\123992845.16 042525-0274 to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any Investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) 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 employees; paying taxes, (viiif) the holding of any cash (but not operating any property); (ix) the providing of indemnification to officers, managers officers and directors and as otherwise permitted in this Article VII, (xg) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume consummation of (i) any Permitted Reorganization Transaction or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause IPO Reorganization Transaction or (ii) above the Transactions, (h) the making of any loan to any officers or Guarantees permitted directors contemplated by clause Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (ivi) above).making contributions to the capital of its Subsidiaries, or (j) making Investments in cash and Cash Equivalents. (9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.09. 230 US-DOCS\123992845.16 042525-0274

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) Borrower, Holdings’ direct Subsidiaries and, indirectly, the performance Subsidiaries of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any each of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (vii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating to its employees and those obligations, including the giving of its Subsidiaries); guarantees or (viwhere permitted) the performing granting of activities Liens on its assets, with respect to the Loan Documents, the Acquisition Agreement, other agreements contemplated by the Acquisition Agreement and any agreement contemplated in preparation for and consummating connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including Qualified Equity Interests), (v) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary expressly permitted under this Article VII, including, (A) any transaction permitted under Section 7.04 or Section 7.05, (B) making (x) payments or Restricted Payments to the extent otherwise permitted under this Section 7.13 and (y) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06 (or, in each case, the making of a loan to any direct or indirect parent in lieu of any such Restricted Payment) and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Stock); Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the participation incurrence of intercompany debt extended to it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and granting a security interest in its assets related thereto (to the extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (or any direct or indirect parent thereof) and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Parent, that included Holdings and the Lead Borrower, including compliance (xi) holding any cash, Cash Equivalents or other property received in connection with applicable laws Restricted Payments received from, and legalInvestments in Holdings made by, tax and accounting matters related thereto and activities relating its Restricted Subsidiaries, contributions to its employees; capital or in exchange for the issuance of Equity Interests (viii) including the holding redemption in whole or in part of any cash of its Equity Interests (but not operating other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and Investments received in respect of any property); of the foregoing pending application thereof by Holdings, (ixxii) the providing of indemnification and contribution to directors, officers, managers employees, members of management, and directors consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xxiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests consummation of the Lead Transaction, (xv) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and shall not incur any Indebtedness intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, and (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant xvi) activities incidental to the Investment permitted by businesses or activities described in clauses (i) to (xv) of this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)7.13.

Holdings. In the case of Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that operations other than the following shall be permitted in any event: (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; Borrower, (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its employees the Loan Documents, any Credit Agreement Refinancing Indebtedness, the Second Lien Facility, the Second Lien Facility Documentation, the ABL Facility, the ABL Facility Documentation, any Senior Notes, or (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition Documents or the other agreements contemplated by the Second Lien Facility, the ABL Facility, the Senior Notes (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture and those of its Subsidiaries); the Acquisition Documents, (viiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (other than Disqualified Stock); v) the issuance of Qualified Equity Interests, (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the participation obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of ParentHoldings, Holdings any direct or indirect parent of Holdings, and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viii) the holding of any cash (but not operating any property); (ix) holding any cash or property received in connection with Restricted Payments made by the providing of indemnification to officersBorrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, managers and directors and (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or the Acquisition Documents; and (xiii) activities related or operations incidental to the foregoing. Holdings shall not create, incur, assume businesses or suffer activities described in clauses (i) to exist any Lien on any Equity Interests (xii) of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by this Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above)9.13.

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 Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its obligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), the ABL Documents, any New Incremental Notes, the Existing Unsecured Notes, the New Senior Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the TransactionsTransactions or the transactions contemplated by the First Restatement Agreement; (iv) the payment of dividends, the making of contributions to the capital of its Subsidiaries and the Guarantee of Indebtedness permitted to be incurred hereunder by any Loan Party; (v) 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 employees and those of its Subsidiaries); (vi) the performing of its obligations with respect to the Acquisition 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 Equity Interests (other than Disqualified Stock); (viiviii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Lead Borrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (viiiix) the holding of any cash (but not operating any property); (ixx) the providing of indemnification to officers, managers and directors directors; (xi) any activities (other than the incurrence of, or the Guarantee of, Indebtedness) necessary to consummate any Permitted Acquisition or any other Investment permitted under Section 6.04; and (xxii) any activities related or incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower (other than Liens pursuant to any Loan Document or any ABL Documents or any Permitted Refinancing of the ABL Documents) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k6.04(l) as of the Closing First Restatement Effective Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).