Common use of Activities of Holdings Clause in Contracts

Activities of Holdings. Permit Holdings to engage in any material business activities other than (i) ownership of the Stock of Borrower, (ii) activities incidental to the maintenance of its corporate existence and compliance with Laws, (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate and other legal structure, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (x) any public offering of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xiv) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, and (xv) any activity incidental, related, ancillary or complementary to any of the foregoing.

Activities of Holdings. Permit Notwithstanding anything to the contrary contained herein, Holdings to shall not engage in any material business activities or other activity other than (a) maintaining its existence, including (i) ownership of the Stock of Borrowerparticipating in tax, accounting and other administrative matters, (ii) activities incidental to filing Tax returns and reports and paying Taxes and other customary obligations related thereto in the maintenance of its corporate existence ordinary course (and compliance with Lawscontesting any Taxes in good faith, if applicable), (iii) performance of its obligations under any documents in connection with acquisitions holding director and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ member meetings, preparing corporate and similar organizational records and other organizational activities required to maintain its separate corporate organizational structure and other legal structure(iv) complying with applicable law, and activities incidental to the foregoing, (vib) preparing reports toholding and maintaining its interest in the Capital Stock of, and preparing and making notices to and filings withInvestments in, Governmental Authorities and to its holders of Stockthe Borrower, (viic) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of performing its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (x) any public offering of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted Obligations under this Agreement and the other Loan DocumentsDocuments and other Indebtedness and Guarantees permitted hereunder (including Guarantees of the Subordinated Debt and obligations under the Note Documents and any Permitted Refinancing thereof), and actions incidental thereto, including the granting of Liens permitted hereby, (xivd) making any issuing its own Qualified Capital Stock; (e) preparing reports to Governmental Authorities and to its shareholders, (f) holding cash and Permitted Investments and other assets received in connection with Restricted PaymentPayments received from, Investment or Junior Debt Payment Investments made by the Borrower to the extent permitted hereunder hereby; (g) providing indemnification for its current or grantingformer officers, creating directors, members of management, managers, employees and advisors or suffering consultants; (h) performing its obligations under the transactions with respect to existing any Lien Holdings that are otherwise specifically permitted hereunder, or expressly contemplated by Article VII; (i) the maintenance and administration of equity option and equity ownership plans and activities incidental thereto; and (xvj) any activity incidental, related, ancillary or complementary performing activities incidental to any of the foregoing.

Activities of Holdings. Permit Notwithstanding anything to the contrary contained herein, Holdings to shall not engage in any material business activities or other activity other than (a) maintaining its existence, including (i) ownership of the Stock of Borrowerparticipating in tax, accounting and other administrative matters, (ii) activities incidental to filing Tax returns and reports and paying Taxes and other customary obligations related thereto in the maintenance of its corporate existence ordinary course (and compliance with Lawscontesting any Taxes in good faith, if applicable), (iii) performance of its obligations under any documents in connection with acquisitions holding director and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ member meetings, preparing corporate and similar organizational records and other organizational activities required to maintain its separate corporate organizational structure and other legal structure(iv) complying with applicable law, and activities incidental to the foregoing, (vib) preparing reports toholding and maintaining its interest in the Capital Stock of, and preparing and making notices to and filings withInvestments in, Governmental Authorities and to its holders of Stockthe Issuer, (viic) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of performing its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (x) any public offering of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted Obligations under this Agreement and the other Note Documents and other Indebtedness and Guarantees permitted hereunder (including Guarantees of the Xxxx Xxxx Debt and obligations under the Term Loan DocumentsDocuments and any Permitted Refinancing thereof), and actions incidental thereto, including the granting of Liens permitted hereby, (xivd) making any issuing its own Qualified Capital Stock; (e) preparing reports to Governmental Authorities and to its shareholders, (f) holding cash and Permitted Investments and other assets received in connection with Restricted PaymentPayments received from, Investment or Junior Debt Payment Investments made by the Issuer to the extent permitted hereunder hereby; (g) providing indemnification for its current or grantingformer officers, creating directors, members of management, managers, employees and advisors or suffering consultants; (h) performing its obligations under the transactions with respect to existing any Lien Holdings that are otherwise specifically permitted hereunder, or expressly contemplated by Article VII; (i) the maintenance and administration of equity option and equity ownership plans and activities incidental thereto; and (xvj) any activity incidental, related, ancillary or complementary performing activities incidental to any of the foregoing.

Activities of Holdings. Permit Holdings to shall not engage in any material business activities or own any assets other than (i) ownership of the Capital Stock of Borrowerthe Borrower and the Subsidiaries listed in Schedule 4.15, (ii) activities and contractual rights incidental to the maintenance of its corporate or organizational existence and compliance with Lawsand/or its status as a holding company, (iii) performance of its obligations under or in respect of (A) the Loan Documents, (B) any documents in connection with acquisitions and Investments prior guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Effective Date Loan Documents and any permitted refinancings, refundings, renewals or extensions thereof (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other documents entered into stockholder agreements, engagement letters, underwriting agreements and other agreements in accordance with respect of its equity securities or its debt securities or any Permitted Acquisition offering, issuance or other Investment permitted hereunder to which it is a partysale thereof, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to filing tax reports and paying taxes and other customary obligations in the extent it would be permitted by Section 7.3) and activities incidental theretoordinary course of business, (v) holding directors’ preparing and delivering reports to governmental authorities and its shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate and other legal structure, (vi) holding director and shareholder meetings, preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stockorganizational records and/or other organizational activities, (vii) receivingholding cash, and holding proceeds cash equivalents and/or other assets received in connection with permitted distributions, Investments and/or Dispositions made by any of its Subsidiaries and/or received from contributions to the capital of, Restricted Payments or proceeds from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted herebyissuance of Capital Stock of, Holdings, (viii) the entry into, and performance of providing indemnification for its obligations with respect to, contracts and other arrangements with officers, directors, members of management, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons)advisors and/or consultants, (ix) participating in legal, taxaccounting, accounting management and/or other administrative matters, (x) the offering, issuance, sale and repurchase or redemption of, and dividends or distributions on its equity securities, (xi) the filing of registration statements, and compliance with applicable reporting and other administrative matters obligations, under federal, state or other securities laws, (xii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (xiii) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (xiv) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a member result of or in connection with the consolidated group activities of Holdings and its Subsidiaries, (xxv) any public offering the payment of dividends and distributions permitted under Section 7.6, (xvi) making loans to or other Investments in, or incurrence of Indebtedness from, its Qualified Stock (or Disqualified Stock, Subsidiaries to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xiv) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, Agreement; and (xvxvii) any activity incidental, related, ancillary or complementary activities incidental to any of the foregoing.

Activities of Holdings. Permit Holdings to (i) shall not engage in any material business activities or material activity other than (i1) the ownership of all the outstanding Capital Stock of in the Borrower (or, indirectly through the Borrower, other Equity Interests in accordance with clause (ii) activities incidental to the maintenance of its corporate existence and compliance with Laws, (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3below) and activities incidental thereto, including making Investments in the Borrower and owing Indebtedness to the Borrower and its Subsidiaries, (2) activities necessary or advisable to consummate the Transactions, (3) corporate maintenance activities and incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (4) repurchases of Indebtedness through open market purchases or Dutch auctions permitted under this Agreement, (5) the performance of its obligations under and in connection with the Credit Documents, any other documentation governing any Indebtedness or Guarantee, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (6) providing indemnification to officers and members of the Board of Directors and (7) activities otherwise permitted pursuant to this Section 10.8, (ii) shall not own or acquire any material assets (other than Equity Interests of the Borrower or, indirectly through the Borrower, other Subsidiaries of the Borrower, Indebtedness through open market purchases or Dutch auctions permitted hereunder and cash and Cash Equivalents), (iii) shall not create, incur, assume or permit to exist any Lien on the Equity Interests of the Borrower owned by it, other than Liens under the Credit Documents securing the Obligations, (iv) may make any public offering of its common stock or any other issuance of its Equity Interests and take any actions reasonably related or incidental thereto, (v) holding directors’ may engage in financing activities, including the issuance of securities, incurrence of debt, payment of Restricted Payments, contribute to the capital of the Borrower and shareholders’ meetings, preparing corporate its Subsidiaries described in clause (ii) above and similar records guarantee the obligations of the Borrower and other activities required to maintain its separate corporate and other legal structureSubsidiaries described in clause (ii) above, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating may participate in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiariesthe Borrower, (xvii) may provide indemnification and other benefits to officers, directors and employees, (viii) may engage in activities incidental or reasonably related to the foregoing, and (ix) may engage in any public offering of its Qualified Stock (transaction with the Borrower or Disqualified Stock, any Restricted Subsidiary to the extent it would be that the Borrower or such Restricted Subsidiary is otherwise expressly permitted by Section 7.3) to enter into or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by consummate such transaction with Holdings under this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xiv) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, and (xv) any activity incidental, related, ancillary or complementary to any of the foregoing.. 170

Activities of Holdings. Permit Holdings shall (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in in, any material business activities or operations other than those incidental to its ownership of the Capital Stock of the Company, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) ownership nonconsensual obligations imposed by operation of the Stock of Borrowerlaw, (ii) activities incidental pursuant to the maintenance of its corporate existence and compliance with Laws, (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder Credit Documents to which it is a party, (iviii) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate and other legal structure, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect toto its Capital Stock and (iv) obligations under the Holdings Note, contracts or (c) own, lease, manage or otherwise operate any properties or assets (other than cash and Cash Equivalents) other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors than the ownership of Holdings or any shares of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating in legal, tax, accounting and other administrative matters as a member Capital Stock of the consolidated group of Holdings Company; then, and its Subsidiariesin any such event, (x) any public offering if such event is an Event of its Qualified Stock Default specified in clause (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(fi), (xiiii) being a party toor (iii) of paragraph (f) of this Section with respect to the Company, incurring Indebtedness automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other obligations pursuant toamounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and the other Credit Documents shall immediately become due and payable, and fulfilling its obligations(y) if such event is any other Event of Default, and enforcing its rightseither or both of the following actions may be taken: (i) with the consent of the Required Lenders, under the Loan DocumentsAdministrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and/or (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare all or any part of the Loans (with accrued interest thereon) and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted amounts owing under this Agreement and the other Loan DocumentsCredit Documents to be due and payable forthwith, (xiv) making any Restricted Paymentwhereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering the Company shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to existing any Lien permitted hereunderthe aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and (xv) any activity incidentalthe unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, relatedif any, ancillary or complementary shall be applied to any repay other obligations of the foregoingCompany hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Company hereunder and under the Notes then due and payable shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Company. The Company hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for the payment in full of the Payment Obligations, a security interest in all amounts from time to time held in the cash collateral account maintained pursuant to this paragraph. Except as expressly provided above in this Section 9, presentment, demand, protest and all other notices of any kind are hereby expressly waived to the maximum extent permitted by applicable law.

Activities of Holdings. Permit Holdings to incur any Indebtedness, grant any Liens upon any of its properties or assets, or engage in any material operations, business activities or activity other than (ia) ownership holding and maintaining its interest in and/or the acquisition of Capital Stock of, and making Investments in, the Stock of Borrower, (iib) activities incidental to the maintenance of maintaining its corporate existence and compliance with Lawsexistence, including (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate and other legal structure, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ixi) participating in legal, tax, accounting and other administrative matters activities for itself and/or as a member of the consolidated group of companies including Parent or any other parent entity, Holdings and its Subsidiaries, (xii) filing tax returns and reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any public offering taxes in good faith, if applicable), (iii) holding director, member and/or manager meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure (including the maintenance of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreementlegal existence, including the incurrence and payment of costsability to incur fees, fees costs and expenses related thereto, relating to such maintenance) and (xiiv) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant tocomplying with applicable law, and fulfilling activities incidental to the foregoing; (d) executing, delivering and performing its obligations, rights and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted obligations under this Agreement and the other Loan Documents, any Acquisition agreement to which it is a party and any other Indebtedness and Guarantees permitted hereunder (xivincluding Guarantees of any Permitted Subordinated Indebtedness and any actions in connection with the issuance of convertible notes to the extent permitted or contemplated by Section 7.1) and actions incidental thereto, including the granting of Liens permitted hereby; (e) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder by this Agreement and holding cash and Investments and other assets received in connection with Restricted Payments received from, or grantingInvestments made by, creating the Borrower or suffering any Subsidiary of Holdings to existing the extent permitted hereby; (f) purchasing Capital Stock in the Borrower or Subsidiaries of Holdings; (g) owning cash and Cash Equivalents; (h) executing, delivering and the performance of rights and obligations under any Lien permitted hereunderemployment agreements and any documents related thereto; (i) issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the maintenance, administration or funding of, employment agreements, employee stock options and employee stock ownership plans; (j) activities related to the Transactions; (k) providing indemnification for its current and former officers, directors, managers, members, employees, advisors, consultants or independent contracts; and (xvk) any activity incidental, related, ancillary or complementary activities incidental to any of the foregoing.

Activities of Holdings. Permit Holdings to (i) shall not engage in any material business activities or material activity other than (i1) the ownership of all the outstanding Capital Stock of in the Borrower (or, indirectly through the Borrower, other Equity Interests in accordance with clause (ii) activities incidental to the maintenance of its corporate existence and compliance with Laws, (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3below) and activities incidental thereto, including making Investments in the Borrower and owing Indebtedness to the Borrower and its Subsidiaries, (2) activities necessary or advisable to consummate the Transactions, (3) corporate maintenance activities and incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (4) repurchases of Indebtedness through open market purchases or Dutch Auctions permitted under this Agreement, (5) the performance of its obligations under and in connection with the Credit Documents, any documentation governing any Indebtedness or Guarantee, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (6) providing indemnification to officers and members of the Board of Directors and (7) activities otherwise permitted pursuant to this Section, (ii) shall not own or acquire any material assets (other than Equity Interests of the Borrower or, indirectly through the Borrower, other Subsidiaries of the Borrower, Indebtedness through open market purchases or Dutch Auctions permitted hereunder and cash and Cash Equivalents), (iii) shall not create, incur, assume or permit to exist any Lien on the Equity Interests of the Borrower owned by it, other than Liens under the Credit Documents, (iv) may make any public offering of its common stock or any other issuance of its Equity Interests and take any actions reasonably related or incidental thereto, (v) holding directors’ may engage in financing activities, including the issuance of securities, incurrence of debt, payment of Restricted Payments, contribute to the capital of the Borrower and shareholders’ meetings, preparing corporate its Subsidiaries described in clause (ii) above and similar records guarantee the obligations of the Borrower and other activities required to maintain its separate corporate and other legal structureSubsidiaries described in clause (ii) above, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating may participate in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiariesthe Borrower, (xvii) may provide indemnification and other benefits to officers, directors and employees, (viii) may engage in activities incidental or reasonably related to the foregoing and (ix) may engage in any public offering of its Qualified Stock (transaction with the Borrower or Disqualified Stock, any Restricted Subsidiary to the extent it would be that the Borrower or such Restricted Subsidiary is otherwise expressly permitted by Section 7.3) to enter into or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by consummate such transaction with Holdings under this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xiv) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, and (xv) any activity incidental, related, ancillary or complementary to any of the foregoing.

Activities of Holdings. Permit Notwithstanding anything to the contrary contained herein, Holdings to shall not engage in any material business activities or other activity other than (a) maintaining its existence, including (i) ownership of the Stock of Borrowerparticipating in tax, accounting and other administrative matters, (ii) activities incidental to filing Tax returns and reports and paying Taxes and other customary obligations related thereto in the maintenance of its corporate existence ordinary course (and compliance with Lawscontesting any Taxes in good faith, if applicable), (iii) performance of its obligations under any documents in connection with acquisitions holding director and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ member meetings, preparing corporate and similar organizational records and other organizational activities required to maintain its separate corporate organizational structure and other legal structure(iv) complying with applicable law, and activities incidental to the foregoing, (vib) preparing reports toholding and maintaining its interest in the Capital Stock of, and preparing and making notices to and filings withInvestments in, Governmental Authorities and to its holders of Stockthe Borrower, (viic) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of performing its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (x) any public offering of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted Obligations under this Agreement and the other Loan DocumentsDocuments and other Indebtedness and Guarantees permitted hereunder (including Guarantees of the Subordinated Debt and obligations under the Note Documents and any Permitted Refinancing thereof and any actions in connection with the issuance of Permitted Convertible Indebtedness), and actions incidental thereto, including the granting of Liens permitted hereby, (xivd) making any issuing its own Qualified Capital Stock (including in respect of a Significant Equity Capital Raise); (e) preparing reports to Governmental Authorities and to its shareholders, (f) holding cash and Permitted Investments and other assets received in connection with Restricted PaymentPayments received from, Investment or Junior Debt Payment Investments made by the Borrower to the extent permitted hereunder hereby; (g) providing indemnification for its current or grantingformer officers, creating directors, members of management, managers, employees and advisors or suffering consultants; (h) performing its obligations under the transactions with respect to existing any Lien Holdings that are otherwise specifically permitted hereunder, or expressly contemplated by Article VII; (i) the maintenance and administration of equity option and equity ownership plans and activities incidental thereto; and (xvj) any activity incidental, related, ancillary or complementary performing activities incidental to any of the foregoing.

Activities of Holdings. Permit Holdings to (i) shall not engage in any material business activities or material activity other than (i1) the ownership of all the outstanding Capital Stock of in the Borrower (or, indirectly through the Borrower, other Equity Interests in accordance with clause (ii) activities incidental to the maintenance of its corporate existence and compliance with Laws, (iii) performance of its obligations under any documents in connection with acquisitions and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3below) and activities incidental thereto, including making Investments in the Borrower and owing Indebtedness to the Borrower and its Subsidiaries, (2) activities necessary or advisable to consummate the Transactions, (3) corporate maintenance activities and incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (4) repurchases of Indebtedness through open market purchases or Dutch auctions permitted under this Agreement, (5) the performance of its obligations under and in connection with the Credit Documents, any other documentation governing any Indebtedness or Guarantee, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (6) providing indemnification to officers and members of the Board of Directors and (7) activities otherwise permitted pursuant to this Section 10.8, (ii) shall not own or acquire any material assets (other than Equity Interests of the Borrower or, indirectly through the Borrower, other Subsidiaries of the Borrower, Indebtedness through open market purchases or Dutch auctions permitted hereunder and cash and Cash Equivalents), (iii) shall not create, incur, assume or permit to exist any Lien on the Equity Interests of the Borrower owned by it, other than Liens under the Credit Documents securing the Obligations, (iv) may make any public offering of its common stock or any other issuance of its Equity Interests and take any actions reasonably related or incidental thereto, (v) holding directors’ may engage in financing activities, including the issuance of securities, incurrence of debt, payment of Restricted Payments, contribute to the capital of the Borrower and shareholders’ meetings, preparing corporate its Subsidiaries described in clause (ii) above and similar records guarantee the obligations of the Borrower and other activities required to maintain its separate corporate and other legal structureSubsidiaries described in clause (ii) above, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vii) receiving, and holding proceeds of, Restricted Payments from the Subsidiaries and Joint Ventures and distributing the proceeds thereof to the extent permitted hereby, (viii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons), (ix) participating may participate in legal, tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiariesthe Borrower, (xvii) may provide indemnification and other benefits to officers, directors and employees, (viii) may engage in activities incidental or reasonably related to the foregoing, and (ix) may engage in any public offering of its Qualified Stock (transaction with the Borrower or Disqualified Stock, any Restricted Subsidiary to the extent it would be that the Borrower or such Restricted Subsidiary is otherwise expressly permitted by Section 7.3) to enter into or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by consummate such transaction with Holdings under this Agreement, including the incurrence and payment of costs, fees and expenses related thereto, (xi) consummating repurchases of Indebtedness through open market purchases or Dutch Auctions pursuant to Section 2.3(f), (xii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents, and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xiv) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, and (xv) any activity incidental, related, ancillary or complementary to any of the foregoing.

Activities of Holdings. Permit Notwithstanding anything to the contrary contained herein, Holdings to shall not engage in any material business activities or other activity other than (a) maintaining its existence, including, without limitation, (i) ownership of the Stock of Borrowerparticipating in tax, accounting and other administrative matters, (ii) activities incidental to filing Tax returns and reports and paying Taxes and other customary obligations related thereto in the maintenance of its corporate existence ordinary course (and compliance with Lawscontesting any Taxes in good faith, if applicable), (iii) performance of its obligations under any documents in connection with acquisitions holding director and Investments prior to the Effective Date and any other documents entered into in accordance with any Permitted Acquisition or other Investment permitted hereunder to which it is a party, (iv) issuing, selling or redeeming its own Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) and activities incidental thereto, (v) holding directors’ and shareholders’ member meetings, preparing corporate and similar organizational records and other organizational activities required to maintain its separate corporate organizational structure and (iv) complying with any applicable law, and activities incidental to the foregoing, (b) holding and maintaining its interest in the Capital Stock of, and making Investments in, the Borrower, (c) performing its Obligations under this Agreement and the other Loan Documents and other legal structureAffiliate transactions, Indebtedness and Guarantees permitted hereunder (including, without limitation, Guarantees of the Subordinated Debt and obligations under any Xxxx Xxxx Debt Document (if any) and any Permitted Refinancing thereof and any actions in connection with the issuance of Permitted Convertible Indebtedness), and actions incidental thereto, including, without limitation, the granting of Liens permitted hereby, (vid) issuing, selling, purchasing, re-purchasing or registering its own Qualified Capital Stock, (e) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and and/or to its holders of Stockshareholders, (viif) receiving, holding cash and holding proceeds of, Permitted Investments and other assets received in connection with Restricted Payments from received from, or Investments made by, the Subsidiaries and Joint Ventures and distributing the proceeds thereof Borrower, in each case, to the extent permitted hereby, (viiig) the entry into, and performance of providing indemnification for its obligations with respect to, contracts and other arrangements with current or former officers, directors, employeesmembers of management, managers, partners, consultants employees and advisors or independent contractors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such persons)consultants, (ixh) participating in legal, tax, accounting and other administrative matters as a member of performing its obligations under the consolidated group of transactions with respect to Holdings and its Subsidiaries84 that are otherwise specifically permitted or expressly contemplated by Article VII, (xi) any public offering the maintenance and administration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) or any other issuance or registration of its Qualified Stock (or Disqualified Stock, to the extent it would be permitted by Section 7.3) for sale or resale not prohibited by this Agreement, including the incurrence equity option and payment of costs, fees equity ownership plans and expenses related activities incidental thereto, (xij) consummating repurchases of Indebtedness through open market purchases making any payments, dividends, distributions, issuances or Dutch Auctions other activities permitted pursuant to Section 2.3(f)7.5 or Section 7.19, as applicable, (xiik) any activities incidental to, required by or deemed appropriate under applicable state and federal securities laws, stock exchange rules and/or other regulations or otherwise in connection with being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, publicly traded company required to file reports with the SEC under the Loan DocumentsExchange Act, including, without limitation, investor and any other document governing Indebtedness permitted under Section 7.3, (xiii) engaging in shareholder relations activities and transactions expressly permitted under this Agreement and the other Loan Documents, (xivl) making any Restricted Payment, Investment or Junior Debt Payment permitted hereunder or granting, creating or suffering to existing any Lien permitted hereunder, and (xv) any activity incidental, related, ancillary or complementary performing activities incidental to any of the foregoing.