Common use of Business Clause in Contracts

Business. (a) Borrower will not permit at any time the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, Agreement and the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its any Restricted Subsidiaries Subsidiary to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its any Restricted Subsidiaries Subsidiary on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) The Lead Borrower will not change its (i) accounting policies or reporting practices, except as required by U.S. GAAP, or (ii) fiscal year. (c) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Holdings’ Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Holdings’ Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower (or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the TransactionTransactions) except that the Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingtherewith, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower (or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of the Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Loans and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Borrower and its Restricted Subsidiaries.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Unsecured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower the Borrowers under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Notes and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) Borrower Holdings will not permit at any time the business activities taken as a whole conducted by the U.S. Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the U.S. Borrower and its Restricted Subsidiaries on the Closing Initial Borrowing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the U.S. Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingSponsor Agreement, (iv) the issuance, sale or repurchase of its Equity Interests to the extent permitted under this Agreement and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), and (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the U.S. Borrower (or in the case of incurrence of Indebtedness, Indebtedness from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that the Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingtherewith, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of the Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Notes and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Borrower and its Restricted Subsidiaries.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Borrower the Borrowers and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, Agreement and the other Credit Documents, the First Lien Term Documents (including repurchases of Indebtedness of the Borrowers pursuant to which it is a partySection 2.19 and Section 2.20 of the First Lien Term Loan Credit Agreement), the Second Lien Term Documents (including repurchases of Indebtedness of the Borrowers pursuant to Section 2.19 and Section 2.20 of the Second Lien Term Loan Credit Agreement), the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other any definitive documentation entered into in connection with governing any of the foregoingFirst Lien Incremental Equivalent/Refinancing Debt, any definitive documentation governing any Second Lien Incremental Equivalent/Refinancing Debt, any Permitted Junior Debt Documents, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary Subsidiary, which is a Subsidiary Guarantor Guarantor, as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other guaranteeing permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, Agreement and the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary Subsidiary, which is a Subsidiary Guarantor Guarantor, as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Second Lien Credit Agreement and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower the Borrowers under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Notes and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) Borrower will not permit at any time the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings Parent will not engage in any business activities or have any Property or liabilities, other than (i) its ownership of the capital stock of, Equity Interests of Borrower and the management of, Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase issuances of its Equity Interests and the receipt of capital contributions, (vother than Disqualified Capital Stock) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited expressly permitted by this Agreement, (xiiiii) obligations under the purchase Loan Documents, the Senior Subordinated Note Documents and the Parent Note Documents, (iii) activities and obligations of being a publicly traded company in the ordinary course of business, including obligations under securities laws, (iv) its obligations under and as disclosed in the Intercompany Management Services Agreement and the performance of its obligations under the agreements set forth in the schedule to the Intercompany Management Services Agreement and (v) activities and properties incidental to the activities, Property and liabilities described in the foregoing clauses. (b) The Senior Subordinated Notes Co-Issuer will not engage in any business activities or have any properties or liabilities, other acquisition by Holdings than (i) issuances of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the its Equity Interests in a Person pursuant to Section 10.03(vi)(F) Borrower and (xiv) any other activity activities expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower (ii) obligations under this Agreement pursuant the Loan Documents and the Senior Subordinated Note Documents and (iii) activities and properties incidental to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the foregoing clauses. (c) Borrower and its Restricted SubsidiariesSubsidiaries (other than the Senior Subordinated Notes Co-Issuer) will not engage (directly or indirectly) in any business other than a Permitted Business. (d) Rural/Metro Corporation of Tennesee, a Tennesee corporation (the “Specified Loan Party”), will not at any time hold or acquire any Property other than “investment property,” as such term is defined in the Arizona UCC, as to which a financing statement of the Specified Loan Party has been filed and is in effect with the Collateral Agent as secured party. This limitation will cease to be in effect if and when the Specified Loan Party is reorganized in another jurisdiction and an “all assets” financing statement of the Specified Loan Party has been filed with the relevant Governmental Authority with the Collateral Agent as secured party.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings The MLP will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings the MLP may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, under this Agreement, the any other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture revolver or working capital facility permitted hereunder and the Existing Term Loan Credit Agreement and any other definitive documentation entered into in connection with any of the foregoingIndebtedness permitted to be incurred thereunder or refinancings thereof, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the making of upstream loans, (vii) guarantees of obligations of the Borrower and its Subsidiaries, (viii) activities customarily engaged in by master limited partnerships (other than the incurrence of issuance of Indebtedness for borrowed money, (ix) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (viix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viiixi) 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, (ixxii) the performance of obligations under and compliance with its certificate of incorporation organization and by-lawsoperating agreement, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (xxiii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xixiv) the consummation of the Transaction, Transaction and (xiixv) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower or in the case of incurrence of Indebtednessits Subsidiaries, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement. (c) The Borrower will not directly or indirectly, (xiii) use the purchase proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other acquisition by Holdings individual or entity, to fund any activities of all or substantially all of the property and assets or business of with any Personindividual or entity, or of assets constituting a business unitin any Designated Jurisdiction, a line of business or division that, at the time of such Personfunding, is the subject of Sanctions, or of all of the Equity Interests in any other manner that will result in a Person pursuant to Section 10.03(vi)(Fviolation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, or otherwise) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted SubsidiariesSanctions.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings, and any Subsidiary of Holdings that becomes a Guarantor hereunder in connection with a MLP Set-Up Transaction and that is an owner of the Borrower, will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries (and other entities formed to effectuate the Qualified MLP IPO) and activities incidental thereto; provided that Holdings or any such Subsidiary may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, under this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingOCI Working Capital Facility, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the making of upstream loans, (vii) guarantees of obligations of the Borrower and its Subsidiaries, (viii) in the case of the MLP only, activities customarily engaged in by master limited partnerships (other than the incurrence of issuance of Indebtedness for borrowed money, (ix) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (viix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viiixi) 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, (ixxii) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (xxiii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xixiv) the consummation of the Transaction, (xiixv) the MLP Set-Up Transactions, and (xvi) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower or in the case of incurrence of Indebtednessits Subsidiaries, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement. Notwithstanding the foregoing, following the consummation of a Qualified MLP IPO, this Section 10.09(b) shall no longer apply to Holdings or any Subsidiary of Holdings (xiiiother than the MLP and its Subsidiaries). (c) The Borrower will not directly or indirectly, use the purchase proceeds of any Term Loan, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other acquisition by Holdings individual or entity, to fund any activities of all or substantially all of the property and assets or business of with any Personindividual or entity, or of assets constituting a business unitin any Designated Jurisdiction, a line of business or division that, at the time of such Personfunding, is the subject of Sanctions, or of all of the Equity Interests in any other manner that will result in a Person pursuant to Section 10.03(vi)(Fviolation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, or otherwise) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted SubsidiariesSanctions.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings, and any Subsidiary of Holdings that becomes a Guarantor hereunder in connection with a MLP Set-Up Transaction and that is an owner of the Borrower, will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries (and other entities formed to effectuate the Qualified MLP IPO) and activities incidental thereto; provided that Holdings or any such Subsidiary may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, under this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with Agreement or any of the foregoingPermanent Term Loan, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the MLP Set-Up Transactions, and (xiii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of IndebtednessBorrower, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement. (c) The Borrower will not directly or indirectly, (xiii) use the purchase proceeds of any Term Loan, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other acquisition by Holdings individual or entity, to fund any activities of all or substantially all of the property and assets or business of with any Personindividual or entity, or of assets constituting a business unitin any Designated Jurisdiction, a line of business or division that, at the time of such Personfunding, is the subject of Sanctions, or of all of the Equity Interests in any other manner that will result in a Person pursuant to Section 10.03(vi)(Fviolation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, or otherwise) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted SubsidiariesSanctions.

Business. (a) Borrower will not permit at any time the business activities taken as a whole conducted by Borrower The Parent and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership the businesses in which any of them is engaged in as of the capital stock ofEffective Date (or, in the case of any Subsidiary that is formed or incorporated after the Effective Date, any business in which the Parent or any other Subsidiary is engaged as of the Effective Date) and activities directly related thereto, and the management of, Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may similar or related maritime businesses. (b) The Subsidiary Guarantors will not engage in those any operating or business activities that are incidental to other than: (i) ownership, management or operation of the maintenance of its existence in compliance with Requirements of LawCollateral Vessel, (ii) legalmaintenance of legal existence (including the ability to incur fees, tax costs, expenses and accounting matters in connection with any of the foregoing or following activitiestaxes relating to such management), (iii) the entering into, into and performing performance of its obligations under, under this Agreement, Agreement and the other Credit Documents to which it is and its Organizational Documents, (iv) if applicable, participating in tax, accounting and other administrative matters as a partymember of the consolidated group of the Parent and its Subsidiaries, (v) holding any cash, Cash Equivalents and other property necessary or desirable in connection with or incidental to, the Acquisition Agreementownership, management and operation of the Advisory AgreementCollateral Vessel, (vi) payment of Dividends, incurring Indebtedness and any other activities to the ABL extent permitted hereunder and under the other Credit AgreementDocuments, (vii) providing indemnification to officers and directors and (viii) any activities incidental or reasonably related to the Secured Notes Indenture foregoing. (c) The Borrower will not engage in any operating or business activities other than: (i) ownership, management or operation of Vessels, (ii) maintenance of legal existence (including the ability to incur fees, costs, expenses and taxes relating to such management), (iii) the entering into and performance of its obligations under this Agreement and the other definitive documentation entered into Credit Documents, any Sinosure Facility and ECA Credit Documents in connection with any of the foregoingSinosure Facility and its Organizational Documents, (iv) if applicable, participating in tax, accounting and other administrative matters as a member of the issuance, sale or repurchase consolidated group of the Parent and its Equity Interests and the receipt of capital contributionsSubsidiaries, (v) holding any cash, Cash Equivalents and other property necessary or desirable in connection with or incidental to, the making ownership, management and operation of dividends or distributions on its Equity InterestsVessels, (vi) payment of Dividends, incurring Indebtedness and any other activities to the filing of registration statementsextent permitted hereunder and under the other Credit Documents, any Sinosure Facility and compliance ECA Credit Documents in connection with applicable reporting and other obligations, under federal, state or other securities lawsany Sinosure Facility, (vii) the listing of its equity securities providing indemnification to officers and compliance with applicable reporting directors and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, any activities incidental or any Requirements of Law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and reasonably related to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiariesforegoing.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingSponsor Agreement, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower (or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) Borrower Holdings will not permit at any time the business activities taken as a whole conducted by Borrower Holdings and its any Restricted Subsidiaries Subsidiary to be materially different from the business activities taken as a whole conducted by Borrower Holdings and its any Restricted Subsidiaries Subsidiary on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar BusinessBusinesses. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its and Holdings’ other Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a partyDocuments, the Acquisition AgreementRevolving Credit Documents, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into Sponsor Agreement (as in connection with any of effect on the foregoingClosing Date), (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Holdings’ Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, in (as an intermediary) the Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited expressly permitted by this Agreement, (xiii) the purchase or any other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) activity expressly permitted hereunder and (xiv) any other activity expressly contemplated business or service incidental or reasonably related to or in furtherance of any of the foregoing. (c) The Credit Parties will not change their (i) accounting policies or reporting practices, except as permitted or required by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted SubsidiariesU.S. GAAP or (ii) fiscal year.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that the Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary Subsidiary, which is a Subsidiary Guarantor Credit Party, as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of the Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Borrower and its Restricted Subsidiaries.

Business. (a) Borrower Holdings will not permit at any time the business activities taken as a whole conducted by the U.S. Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole (including incidental activities) conducted by the U.S. Borrower and its Restricted Subsidiaries on the Closing Initial Borrowing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Businessbusinesses reasonably related thereto and reasonable extensions thereof. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Borrower andthe U.S. Borrower, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents Documents, and the Management Agreements, including the Xxxxx Agreements, to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and to the receipt of capital contributionsextent permitted under this Agreement, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf)liable, and (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the U.S. Borrower (or in the case of incurrence of Indebtedness, Indebtedness from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) Borrower will not permit at any time the business activities taken as a whole conducted by Borrower IPG and its Restricted Subsidiaries develop, manufacture, distribute and sell, to be materially different from the business activities taken as retail, wholesale and other end-users, a whole conducted by Borrower variety of plastic packaging products, tape, acrylic coatings, woven products, flexible intermediate bulk containers and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except machines that Borrower and its Restricted Subsidiaries may engage in any Similar Businessapply tape. (b) Holdings will not engage in any business other than its ownership No member of the capital stock ofRestricted Group is engaged in the businexx xx xxtending credit for the purpose of purchasing or carrying margin stock, and the management of, Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage no proceeds of any Advances will be used to purchase or carry any equity "security" (as defined in those activities that are incidental Section 3.1) of a class which is registered pursuant to (i) the maintenance of its existence in compliance with Requirements of Law, (ii) legal, tax and accounting matters in connection with any Section 12 of the foregoing or following activitiesSecurities Exchange Act of 1934, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-lawsas amended, or any Requirements "margin stock", as defined in Federal Reserve System Board of LawGovernors Regulation U, ordinanceor for a purpose which violates, regulationor would be inconsistent with, Federal Reserve System Board of Governors Regulation T, U or X. Terms used in this paragraph for which meanings are provided in Federal Reserve System Board of Governors Regulation T, U or X or any regulations substituted therefor, as from time to time in effect, have the meaning so provided. No member of the Restricted Group is an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C. ss. 80a-1 et seq.). The application of the proceeds of the Advances and repayment of the Loans by the Borrowers and the performance by the Restricted Group of the transactions contemplated hereunder and under the Security Documents will not violate any provision of the said Act, or any rule, orderregulation or order issued by the Securities and Exchange Commission thereunder, judgmentin each case as in effect on the date hereof. No member of the Restricted Group is subject to regulation under the Public Utility Holding Company Act of 1935, decree the Federal Power Act or permitthe Interstate Commerce Act, includingor under any other Law which may limit its ability to incur Debt or which may otherwise render its obligations hereunder or under the Security Documents unenforceable, without limitation, as a result of or in connection with except that its ability to incur Debt other than the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it Loan may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation limited by fraudulent conveyance Laws and other Laws of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiariessimilar nature.

Business. (a) Borrower VHS Holdco I will not, and will not permit at any time of its Subsidiaries to, engage (directly or indirectly) in any business other than any business or business activity conducted by it on the Effective Date and any business or business activities taken as incidental or related thereto, or any business or activity that is reasonably similar thereto or a whole conducted by Borrower and its Restricted Subsidiaries to be materially different from reasonable extension, development or expansion thereof or ancillary thereto, including the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to consummation of the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings Notwithstanding anything to the contrary contained in this Agreement, VHS Holdco I will not engage in any business or business activity other than its ownership of the capital stock of, and the management of, Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance ownership of its existence the Equity Interests in compliance VHS Holdco II and Holdco Finance Corp., together with Requirements of Lawactivities directly related thereto, (ii) legal, tax the performance of its obligations under and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture party and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate any action expressly permitted to be performed by it pursuant to Section 9 of incorporation and by-laws, or any Requirements of Law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiariesthis Agreement, (xiii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement actions incidental to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xiiiv) actions required by law to maintain its existence and other actions required by law, (v) the making holding of loans cash in amounts reasonably required to pay for its own costs and expenses, (vi) owing and paying legal, registered office and auditing fees and (vii) the issuance of common Equity Interests and Qualified Preferred Stock. (c) Notwithstanding anything to the contrary contained in this Agreement neither Holdco Finance Corp. nor Co-Borrower. will engage in any business or business activity other Investments inthan (i) the performance of its obligations under and in connection with the Documents to which it is party, (ii) actions incidental to the consummation of the Transaction, (iii) actions required by law to maintain its existence, (iv) the holding of cash in amounts reasonably required to pay for its own costs and expenses, (v) owing and paying legal, registered office and auditing fees and (vi) the issuance of common Equity Interests to VHS Holdco I or incurrence of Indebtedness fromVHS Holdco II, Borrower or in as the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiariesmay be.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Borrower the Borrowers and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, Agreement and the other Credit Documents to which it is a party, the Acquisition Term Documents (including repurchases of Indebtedness of the Borrowers pursuant to Section 2.19 and Section 2.20 of the Term Loan Credit Agreement), the Contribution Agreement, the each Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other any definitive documentation entered into in connection with governing any of the foregoingIncremental Equivalent/Refinancing Debt or any Permitted Junior Debt Documents, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary Subsidiary, which is a Subsidiary Guarantor Guarantor, as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingSponsor Agreement, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) Borrower Parent will not permit at any time the business activities taken as a whole conducted by Borrower Parent and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower Parent and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings Parent will not engage in any business other than its ownership of the capital stock Equity Interests of, and the management of, the Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings Parent may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, including the ability to incur fees, costs and expenses related to such maintenance, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Loan Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoingrelating to other Indebtedness permitted to be incurred or guaranteed by Parent hereunder and other agreements contemplated thereby and hereby, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities Equity Interests and compliance with applicable reporting and other obligations in connection therewiththerewith or in connection with any issuance or sale, including any public offering, of any Parent Company’s Equity Interests, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the holding of any cash and Cash Equivalents, (xiii) the entry into, and performance of its obligations with respect to, contracts and other arrangements with management, officers, directors, employees, managers, partners, consultants or independent contractors of Parent or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such Persons), (xiv) the maintaining of deposit accounts in connection with the conduct of its business, (xv) the preparing of reports to Governmental Authorities and to its shareholders, (xvi) the holding of director and shareholder meetings, preparation of organizational records and other organizational activities required to maintain its separate organizational structure and (xvii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in its Subsidiaries, the case making of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor other Investments permitted by Section 10.05 and other transactions as and to the extent not prohibited by this Agreement. Notwithstanding anything to the contrary contained in Section 10.02 or this Section 10.09 (other than as specified in this sentence), Parent may merge, amalgamate or consolidate with or into any other Person (other than the Lead Borrower or any Subsidiary) so long as (A) no Event of Default then exists and no Default or Event of Default would result therefrom, (xiiiB) Parent shall have given the purchase Agent at least a 10 Business Days (or other acquisition by Holdings such shorter period as may be reasonably acceptable to the Agent) prior written notice of all such merger, amalgamation or substantially all consolidation, (C) such merger, amalgamation or consolidation does not materially impair the interests of the property Agent or the Lenders, (D) prior to or contemporaneously with the consummation of such merger, amalgamation or consolidation, Parent shall have delivered all opinions, certificates and assets or business other documents reasonably requested by the Agent and (E)(1) in the case of any Personsuch merger, amalgamation or of assets constituting a business unitconsolidation, a line of business Parent shall be the continuing or division of surviving Person or (2) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Parent (any such Person, “Successor Parent”), (w) the Person into which Parent is to be merged, amalgamated or consolidated shall, immediately prior to such transaction, be a newly formed corporation or limited liability company organized under the laws of all Delaware, Florida or New Jersey, formed solely for the purpose of the Equity Interests in a Person pursuant such transaction, and, prior to Section 10.03(vi)(Fgiving effect to such transaction, shall have no Indebtedness or liabilities (other than liabilities relating to its formation) and (xiv) shall not have engaged in any other activity business (other than relating to its formation), (x) Successor Parent shall be a corporation or limited liability company organized under the laws of Delaware, Florida or New Jersey, (y) Successor Parent shall expressly contemplated by this Agreement to be engaged assume in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases writing all the obligations of Indebtedness of Borrower Parent under this Agreement and the other Loan Documents and the other Loan Parties shall expressly ratify and reaffirm in writing their obligations under the Loan Documents, in each case, pursuant to Section 2.19 agreements in form and Section 2.20substance reasonably satisfactory to the Agent and (z) Parent shall have given the Agent all organizational and constituent documents of Successor Parent at least 10 Business Days (or such shorter period as may be reasonably acceptable to the Agent) prior to such merger, granting amalgamation or consolidation and such organizational and constituent documents of Liens Successor Parent shall be in form and entry into substance reasonably satisfactory to the Agent; provided that if the foregoing requirements are satisfied, Successor Parent will succeed to, and performance of guarantees of Refinancing Notes/Loansbe substituted for, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, Parent under this Agreement and the other permitted Indebtedness of Borrower and its Restricted SubsidiariesLoan Documents.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of LawExhibit A-110 applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Unsecured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower the Borrowers under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Notes and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) Borrower The Borrowers will not permit at any time the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Lead Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Lead Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Lead Borrower and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Unsecured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower the Borrowers or in the case of incurrence of Indebtedness, from any Wholly-Owned WhollyOwned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, Agreement and (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower the Borrowers under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens 2.20 and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt Notes and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Lead Borrower and its Restricted Subsidiaries.

Business. (a) The Lead Borrower will not permit at any time the business activities taken as a whole conducted by the Lead Borrower and its any Restricted Subsidiaries Subsidiary to be materially different from the business activities taken as a whole conducted by the Lead Borrower and its any Restricted Subsidiaries Subsidiary on the Closing Amendment No. 5 Effective Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business. (b) The Lead Borrower will not change its (i) accounting policies or reporting practices, except as required by U.S. GAAP, or (ii) fiscal year. (c) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Lead Borrower and, indirectly, its Holdings’ Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Holdings’ Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, and (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Lead Borrower (or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) Borrower will not permit at any time the business activities taken as a whole conducted by The Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may will not engage in any Similar Businessbusiness other than the businesses in which they are engaged in as of the Effective Date and activities directly related thereto, and similar or related businesses. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower andand its other Subsidiaries, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and to the receipt of capital contributionsextent permitted under this Agreement, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf)liable, and (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor its Subsidiaries as and to the extent not prohibited by this Agreement. (c) The Holdings and the Borrower will not, and will not permit any of their Subsidiaries to be (xiiii) engaged in (A) the purchase retailing, wholesaling, trading or other acquisition by Holdings importing of all goods or substantially all services for or with residents of the property and assets or business Republic of the Xxxxxxxx Islands; (B) any extractive industry in the Republic of Xxxxxxxx Islands; (C) any regulated professional service activity in the Republic of the Xxxxxxxx Islands; (D) the export of any Personcommodity or goods manufactured, processed, mined or of assets constituting a business unit, a line of business or division of such Person, or of all made in the Republic of the Equity Interests Xxxxxxxx Islands; or (E) the ownership of real property in a Person pursuant to Section 10.03(vi)(F) the Republic of the Xxxxxxxx Islands; and (xivii) any other activity expressly contemplated by this Agreement to be engaged do business in by the Republic of the Xxxxxxxx Islands except that Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Borrower and their Subsidiaries may (A) have its Restricted Subsidiariesregistered office in the Republic of the Xxxxxxxx Islands and maintain their respective registered agent in the Republic of the Xxxxxxxx Islands as required by the provisions of the Associations Law of 1990, as amended; and (B) secure and maintain registry in the Republic of the Xxxxxxxx Islands solely related to the operation or disposition of any vessel outside of the Republic of the Xxxxxxxx Islands.

Business. (a) Borrower Holdings will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole (including incidental activities) conducted by the Borrower and its Restricted Subsidiaries on the Closing Initial Borrowing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Businessbusinesses reasonably related thereto and reasonable extensions thereof. (b) Holdings will not engage in any business other than its ownership of the capital stock of, and the management of, Borrower andthe Borrower, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, this Agreement, the other Credit Documents Documents, and the Management Agreements, including the Xxxxx Agreements, to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and to the receipt of capital contributionsextent permitted under this Agreement, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf)liable, and (xi) the consummation of the Transaction, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Borrower (or in the case of incurrence of Indebtedness, Indebtedness from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor Guarantor) as and to the extent not prohibited by this Agreement, (xiii) the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person pursuant to Section 10.03(vi)(F) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted Subsidiaries.

Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Restricted Subsidiaries to be materially different from the business activities taken as a whole conducted by Borrower and its Restricted Subsidiaries on the Closing Date (after giving effect to the Transaction) except that Borrower and its Restricted Subsidiaries may engage in any Similar Business.business (b) Holdings, and any Subsidiary of Holdings that becomes a Guarantor hereunder in connection with a MLP Set-Up Transaction and that is an owner of the Borrower, will not engage in any business other than its ownership of the capital stock of, and the management of, the Borrower and, indirectly, its Subsidiaries (and other entities formed to effectuate the Qualified MLP IPO) and activities incidental thereto; provided that Holdings or any such Subsidiary may engage in those activities that are incidental to (i) the maintenance of its corporate existence in compliance with Requirements of Lawapplicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the entering into, and performing its obligations under, under this Agreement, the other Credit Documents to which it is a party, the Acquisition Agreement, the Advisory Agreement, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with Agreement or any of the foregoingPermanent Term Loan, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) 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, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any Requirements of Lawapplicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transaction, (xii) the MLP Set-Up Transactions, and (xiii) the making of loans to or other Investments in, or incurrence of Indebtedness from, Borrower or in the case of incurrence of IndebtednessBorrower, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor as and to the extent not prohibited by this Agreement. (c) The Borrower will not directly or indirectly, (xiii) use the purchase proceeds of any Term Loan, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other acquisition by Holdings individual or entity, to fund any activities of all or substantially all of the property and assets or business of with any Personindividual or entity, or of assets constituting a business unitin any Designated Jurisdiction, a line of business or division that, at the time of such Personfunding, is the subject of Sanctions, or of all of the Equity Interests in any other manner that will result in a Person pursuant to Section 10.03(vi)(Fviolation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, or otherwise) and (xiv) any other activity expressly contemplated by this Agreement to be engaged in by Holdings, including, without limitation, Investments permitted by this Agreement, repurchases of Indebtedness of Borrower under this Agreement pursuant to Section 2.19 and Section 2.20, granting of Liens and entry into and performance of guarantees of Refinancing Notes/Loans, Permitted Junior Debt, Permitted Pari Passu Notes, Permitted Pari Passu Loans, ABL Term Incremental Equivalent Debt, ABL Term Refinancing Debt and, subject to any applicable limitations set forth herein, other permitted Indebtedness of Borrower and its Restricted SubsidiariesSanctions.