Common use of Holding Company Clause in Contracts

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.

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

Holding Company. Holdings shall In the case of the General Partner and the Partnership: (a) the General Partner will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any eventitself: (i) its ownership of the Capital Stock of the Restricted Subsidiariesengage in a Permitted Business; (ii) own any significant assets (other than (A) its general partnership Equity Interest in the entry intoPartnership, (B) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement and (C) other assets used or held in connection with the performance of its obligations with respect activities permitted to be conducted by the Loan Documents (including any Specified Refinancing Debt General Partner); or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) have any liabilities (other than those liabilities for which it is responsible under any Credit Document or the consummation High Yield Documents to which it is a party, the GP Agreement, and any other Indebtedness permitted to be incurred by the General Partner pursuant to Section 7.02 and those liabilities of the TransactionsPartnership described in Section 7.16(b)); provided however, the restrictions above shall not prohibit (iv) or be construed to prohibit), the performing General Partner or its employees from conducting the activities contemplated to be conducted by the General Partner under the GP Agreement and the Partnership Agreement (each as in effect on the Closing Date or as amended in accordance with this Agreement), and other administrative, management or ordinary course “holding company” activities necessary or desirable in connection with the operation of activities the Permitted Business through the General Partner and the Borrowers (including, without limitation, cash intercompany management activities) functions and the entry into documentation with respect thereto, provision of umbrella insurance policies); and (b) the Partnership will not itself: (i) engage in each case, permitted by this Agreement for Holdings to enter into and performa Permitted Business; (vii) own any significant assets (other than (A) the payment of dividends and distributions Equity Interests in the Operating Company, (and other activities in lieu thereof B) any Intercompany Loan permitted to be made by it pursuant to Section 7.02(b), whether or not evidenced by an Intercompany Note, (C) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement, and (D) other assets used or held in connection with the performance of activities permitted to be conducted by the Partnership); or (iii) have any liabilities (other than (x) those liabilities for which it is responsible under this Agreement, the making of contributions Partnership Agreement, the Credit Documents or the High Yield Documents to the capital of its Subsidiaries which it is a party, any Intercompany Loan permitted to be incurred by it pursuant to Section 7.02(b) and Guarantees of any other Indebtedness permitted to be incurred hereunder by the Partnership pursuant to Section 7.02, (y) liabilities in respect of the Guarantee of leases and contracts of the Borrowers entered into the ordinary course of business or in connection with any Restricted Subsidiary Permitted Acquisition or any Disposition permitted under Section 7.05, and (z) liabilities in respect of the Guarantee of the Borrowers’ trusting obligations described in Section 6.19 (including Guarantees in favor of other obligations the applicable regulatory authorities to maintain the financial condition of the applicable Borrower(s)); provided however, the restrictions contained above shall not constituting Indebtedness; prohibit (vior be construed to prohibit) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting Partnership from conducting administrative and other administrative matters as a member ordinary course “holding company” activities necessary or desirable in connection with the operation of the consolidated group of Permitted Business through the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoingBorrowers.

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

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

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Senior Obligations, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.

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

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

Holding Company. (a) Holdings shall and any Intermediate Parent will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Capital Stock Equity Interests of the Restricted Subsidiaries; Borrower and any Intermediate Parent, (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officersmaintenance, directors, managers and employees and those of its Subsidiaries); (viiiii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters as a member of the consolidated group of CWH, Holdings and the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the Loan Documents, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or any other Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreement contemplated by Section 6.08(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including compliance with applicable Laws the costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues and activities relating paying taxes, (vii) providing usual and customary indemnification to its officers, officers and directors, managers (viii) activities in connection with or incidental to the consummation of the Transactions and employees; the IPO Transactions, including any activities in connection with or incidental to the Tax Receivable Agreement, the Holdings LLC Agreement or any other agreement entered into in connection with or incidental to the IPO Transactions, (ix) holding the holding proceeds of any cash and Cash Equivalents capital raises (but whether debt or equity) not owning or operating any property); prohibited by the Loan Documents, (x) activities and contractual rights incidental to the entry into maintenance and performance administration of its obligations with respect to contracts and other arrangementsstock plans, including the providing of indemnification to officers, managers, directors and employees and (xi) any guaranteeing obligations under leases of the Borrower and its Subsidiaries and (xii) activities incidental to the foregoingbusinesses or activities described in clauses (i) to (xi) of this paragraph. (b) Holdings and any Intermediate Parent will not own or acquire any material assets (other than Equity Interests as referred to in paragraph (a)(i) above, cash and Permitted Investments or intercompany Investments in any Intermediate Parent or the Borrower or to the extent such asset is only held for a limited period prior to being transferred to the Borrower) or incur any liabilities (other than liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement) or issue any Disqualified Equity.

Holding Company. Holdings shall not conduct, transact or otherwise engage in Notwithstanding any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership other provision of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents applicable to Loan Parties, the Parent shall not have any operations, own any assets or incur any liabilities other than, or in connection with: (a) the Obligations hereunder or under any Loan Document, its Operating Documents, any Subordinated Debt, the BMGF Debt, liabilities incurred in connection with any IPO, equity offering or Qualifying Investment or in connection with arrangements entered into in connection with its equity interests including any Specified Refinancing Debt options or any New Term Facility)warrants issued or to be issued, any Refinancing Notesregistration rights agreements entered into with any shareholder or otherwise in relation to carrying on business as a holding company; (b) ownership of equity interests of LumiraDx Group Limited, any Incremental Equivalent Debtintra-group debit balances, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (intra-group credit balances and other activities credit balances in lieu thereof permitted by this Agreement)bank accounts, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents and any other assets customarily owned or operated by a holding company; (but not owning or operating any property); (xc) the entry provision of management, accounting, treasury, tax and administrative services to other Loan Parties and their subsidiaries of a type customarily provided by a holding company to its Subsidiaries including providing cash pooling arrangements with other Loan Parties and their Subsidiaries entered into in the ordinary course of business and performance of a type customarily provided by a holding company; (d) engagement of professional services and payment of professional fees and administration costs incurred in the ordinary course of business as a holding company and any Tax incurred by it; (e) the granting of any loan or credit to Loan Parties or any Subsidiary thereof; (f) any steps necessary to consummate transactions permitted by Section 7.7 (Restricted Payments); (g) providing parent guarantees on behalf of members of the Group to the extent that the granting of the relevant guarantee is consistent with the activities of a holding company in the ordinary course of business of a holding company; (h) any rights or liabilities under service contracts with any of its obligations directors, executives or consultants customarily agreed by a holding company and any arrangements in connection with an employee share scheme; (i) any actions necessary to maintain its existence or status or any Governmental Approvals necessary for the operation of the business of the Loan Parties and their Subsidiaries; (j) any Regulatory Action or any litigation or court or other similar proceedings; (k) making claims (and receipts of related proceeds) for rebates or indemnification with respect to contracts taxes; (l) acting as head of a tax group and carrying out all other arrangementsmatters relating to taxes; (m) incurring liabilities for or in connection with taxes or by operation of law; (n) acquiring and transferring any tax credit, including and making any arm’s length payments in order to acquire any tax credit; and (o) any Permitted Liens described in paragraphs (a), (b), (e), (f) (to the providing of indemnification extent related to officers, managers, directors and employees paragraphs (a) and (xib)), (h), (i), (l), (n) any activities incidental and (p) to the foregoingextent that any such Permitted Lien is consistent with the activities of a holding company) in the ordinary course of business of a holding company.

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operationsoperations and will not, declare or make, or agree to declare or make, directly or indirectly, any Restricted Junior Payment; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Transactions, the Credit Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; hereunder; (vic) [Reserved]; (d) [Reserved]; (e) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock [Reserved]; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4, (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than Liens pursuant to any Credit Document or as permitted under the DIP Orders).

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

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

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

Holding Company. Holdings shall In the case of the General Partner and the Partnership: (a) the General Partner will not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any eventitself: (i) its ownership of the Capital Stock of the Restricted Subsidiariesengage in a Permitted Business; (ii) own any significant assets (other than (A) its general partnership Equity Interest in the entry intoPartnership, (B) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement and (C) other assets used or held in connection with the performance of its obligations with respect activities permitted to be conducted by the Loan Documents (including any Specified Refinancing Debt General Partner); or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) have any liabilities (other than those liabilities for which it is responsible under any Credit Document or Note Purchase Document to which it is a party, the consummation GP Agreement, and any other Indebtedness permitted to be incurred by the General Partner pursuant to Section 7.02); provided however, the restrictions above shall not prohibit (or be construed to prohibit), the General Partner or its employees from conducting the activities contemplated to be conducted by the General Partner under the GP Agreement and the Partnership Agreement (each as in effect on the Closing Date or as amended in accordance with this Agreement), and other administrative, management or ordinary course “holding company” activities necessary or desirable in connection with the operation of the Transactions; (iv) Permitted Business through the performing of activities General Partner and the Borrowers (including, without limitation, cash intercompany management activities) functions and the entry into documentation with respect thereto, provision of umbrella insurance policies); and (b) the Partnership will not itself: (i) engage in each case, permitted by this Agreement for Holdings to enter into and performa Permitted Business; (vii) own any significant assets (other than (A) the payment of dividends and distributions Equity Interests in the Operating Company, (and other activities in lieu thereof B) any Intercompany Loan permitted to be made by it pursuant to Section 7.02(c), whether or not evidenced by an Intercompany Note, (C) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement, and (D) other assets used or held in connection with the performance of activities permitted to be conducted by the Partnership); or (iii) have any liabilities (other than those liabilities for which it is responsible under this Agreement, the making of contributions Partnership Agreement, the Credit Documents and the Note Purchase Documents to the capital of its Subsidiaries which it is a party, any Intercompany Loan permitted to be incurred by it pursuant to Section 7.02(c) and Guarantees of any other Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations Partnership pursuant to Section 7.02); provided however, the restrictions contained above shall not constituting Indebtedness; prohibit (vior be construed to prohibit) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting Partnership from conducting administrative and other administrative matters as a member ordinary course “holding company” activities necessary or desirable in connection with the operation of the consolidated group of Permitted Business through the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoingBorrowers.

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower[Reserved]; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; (n) provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section 6.1 so long as such Lien is subject to the ABL Intercreditor Agreement and (z) non-consensual Liens arising solely by operation of law).

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

Holding Company. Holdings shall not conductConduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: : (ia) its ownership of the Capital Stock Equity Interests of the Restricted Subsidiaries; Borrower and activities incidental thereto; (iib) the entry into, and the performance of its obligations and exercise of its rights with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any the Unsecured Financing Documentation, the Junior Financing DocumentDocumentation, any Permitted Ratio Additional Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing and the Guarantees permitted by clause (vd) below; ; (iiic) the performance of its obligations under the Merger Agreement and the consummation of the Transactions; Transaction; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (vd) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; Subsidiaries; (vie) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); ; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiif) the participation in tax, accounting and other administrative matters as a member of the consolidated tax group of Parent and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; ; (ixg) the holding of any cash and Cash Equivalents (but not owning or operating any property); ; (xh) the entry into and performance of its obligations with respect to employee contracts and other similar arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (i) the performance of activities in preparation for and consummation of any public offering of its common stock or any other issuance or sale of its Equity Interests; and (xij) any activities incidental to the foregoing. Parent shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (in each case, other than Liens pursuant to any Loan Document (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Notes, the Junior Financing Documentation, any Permitted Additional Debt documentation and non-consensual Liens arising solely by operation of Law and Parent shall not incur any Indebtedness (other than in respect of Indebtedness under this Agreement, any Refinancing Notes, any New Incremental Notes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Permitted Additional Debt documentation or Guarantees permitted by clause (d) above). Notwithstanding the foregoing, the covenants in this Article VII (to the extent applicable to a Permitted Acquisition, permitted Investment that constitutes an acquisition (other than an intercompany Investment) and/or the incurrence of Indebtedness in connection therewith) are subject to the Limited Condition Acquisition Proviso.

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries)maintenance; DMFIRM #406105327 v2 176 (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; (n) provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other DMFIRM #406105327 v2 177 terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section 6.1 so long as such Lien is subject to the ABL Intercreditor Agreement and (z) non-consensual Liens arising solely by operation of law).

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operationsoperations and will not, declare or make, or agree to declare or make, directly or indirectly, any Restricted Junior Payment]; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Credit Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; hereunder; (vic) [Reserved]; (d) [Reserved]; (e) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock [Reserved]; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Subsidiary expressly permitted under this Section 6, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4, (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than Liens pursuant to any Credit Document or as permitted under the DIP Orders).

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

Holding Company. Holdings shall not conductIn the case of Holdings, transact or otherwise engage in any material business or operations; providedactivity other than (a) transactions contemplated by the Loan Documents or the provision of administrative, that legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (b) the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Restricted Subsidiaries; Borrower and the exercise of rights and performance of obligations in connection therewith, (iic) the entry into, and the exercise of rights and performance of obligations in respect of (i) this Agreement and any other Loan Document to which it is a party; any other agreement to which it is a party on the date hereof; and any guarantee of Indebtedness or other obligations of the Borrower or any of its obligations with respect Subsidiaries permitted pursuant to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) belowDocuments; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each casecase as amended, permitted by this Agreement for Holdings supplemented, waived or otherwise modified from time to enter into time, and perform; any refinancings, refundings, renewals or extensions thereof, (vii) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to agreements with officers, managers, directors and employees of it or the Borrower or any Subsidiary thereof relating to their employment or directorships, (iii) insurance policies and related contracts and agreements, and (xiiv) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities (or securities convertible into its equity securities) or any activities incidental to offering, issuance or sale thereof, (d) the foregoing.offering, issuance, and sale and repurchase, prepayment or redemption of, and dividends, interest or other distributions (x) on its equity securities and (y) the PIK Notes and any repurchase, refinancing or repayment thereof permitted by Section 8.03(f)(i), (e) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (f) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (g) 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, (h) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable Law, ordinance, regulation,

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

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

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

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

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operationsoperations and will not, declare or make, or agree to declare or make, directly or indirectly, any Restricted Junior Payment]; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Credit Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtednesshereunder; (c) [Reserved]; (d) [Reserved]; 139 (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock [Reserved]; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Subsidiary expressly permitted under this Section 6, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4, (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than Liens pursuant to any Credit Document or as permitted under the DIP Orders).

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with ​ Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section 6.1 so long as such Lien is subject to a Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and (z) non-consensual Liens arising solely by operation of law).

Holding Company. Holdings SIHPL shall not conducttrade, transact carry on any business, own any assets, enter into any loans as creditor or otherwise engage in guarantees of financial indebtedness (or similar contingent liabilities) to a third party or incur any material liabilities, dispose of (directly or indirectly) any assets, acquire any shares or securities or acquire any business or operations; providedgoing concern except for or in relation to: (a) assets owned as at the Restructuring Effective Date, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, shares in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) entity as at the participation Restructuring Effective Date), intra-group loans and credit balances in taxbank accounts, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents Equivalent Investments (but not owning or operating any propertyas defined in the SFHG 21/22 Facilities Agreement); ; (xb) the entry into conduct of any investigations or litigation in respect of any claims brought or threatened against it or by it; (c) the procurement and performance provision of insurance and indemnities to its obligations current or previous directors; (d) any such activities or liabilities permitted in connection with respect to contracts a Permitted Settlement and the New Finance Documents or the Titan Loan; (e) any liabilities under the Finance Documents and other arrangementsdocuments evidencing Permitted Financial Indebtedness to which it is a party as at the Restructuring Effective Date or which is made available to it as permitted pursuant to clause 6.5 (b)(v) of the NV/SFHG 21/22 Contingent Payment Undertaking and professional fees, including director costs and administration costs in the providing ordinary course of indemnification to officers, managers, directors and employees and business as a holding company; (xif) any activities incidental acquisitions or disposals made in the ordinary course of the treasury operations of SIHPL; (g) disposal of the SIHPL Intercompany Loans with the consent of the Majority 21/22 Creditors pursuant to the foregoingterms of the SIHPL Intercreditor Agreement; and (h) activities approved by the Majority 21/22 Creditors.

Holding Company. Holdings shall not conduct(a) In the case of Holdings, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: activity other than (i) its the ownership of all outstanding Equity Interests in the Capital Stock of the Restricted Subsidiaries; U.S. Borrower, (ii) the entry intomaintaining its corporate existence, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation participating in tax, accounting and other administrative matters activities as a member the parent of the consolidated group of the Borrowercompanies, including compliance with applicable Laws and legalthe Loan Parties, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixiv) the holding execution and delivery of any cash the Loan Documents to which it is a party and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations thereunder, (v) the consummation of any Permitted Acquisition so long as any assets acquired in connection with respect such Permitted Acquisition are owned by the U.S. Borrower or a Subsidiary of the U.S. Borrower immediately following such Permitted Acquisition, (vi) Restricted Payments permitted to contracts and be made by Holdings under Section 7.06, (vii) any public offering or other arrangementsissuance of its Equity Interests, including the providing (viii) guarantees of indemnification Indebtedness that is permitted to officers, managers, directors and employees be issued under Section 7.02(f)(ii) by a Subsidiary of Holdings and (xiix) any activities incidental to the foregoingbusinesses or activities described in clauses (i) through (ix) of this Section 7.16(a). (b) In the case of Luxembourg Holdco, engage in any business or activity other than (i) the ownership of all outstanding Equity Interest in Luxco, (ii) maintaining its corporate existence, (iii) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, (iv) Restricted Payments permitted to be made by Luxembourg Holdco under Section 7.06, (v) the consummation of any Permitted Acquisition so long as any assets acquired in connection with such Permitted Acquisition are owned by Luxco or another Subsidiary of Luxembourg Holdco immediately following such Permitted Acquisition, (vi) to the extent Luxembourg Holdco becomes a Loan Party hereunder in accordance with Section 6.12(d), guarantees of Indebtedness of the Hong Kong Borrower that is permitted to be issued under Section 7.02(f)(ii) by a Subsidiary of Holdings and (vii) activities incidental to the businesses or activities described in clauses (i) through (vi) of this Section 7.16(b). (c) In the case of Luxco, engage in any business or activity other than (i) the ownership of all outstanding Equity Interest in the Hong Kong Borrower, (ii) maintaining its corporate existence, (iii) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, (iv) Restricted Payments permitted to be made by Luxco under Section 7.06, (v) the consummation of any Permitted Acquisition so long as any assets acquired in connection with such Permitted Acquisition are owned by Luxco or another Subsidiary of Luxembourg Holdco immediately following such Permitted Acquisition, (vi) to own its Intellectual Property and to protect its IP Rights, (vii) to the extent Luxco becomes a Loan Party hereunder in accordance with Section 6.12(d), guarantees of Indebtedness of the Hong Kong Borrower that is permitted to be issued under Section 7.02(f)(ii) by a Subsidiary of Holdings and (viii) activities incidental to the businesses or activities described in clauses (i) through (vii) of this Section 7.16(c).

Holding Company. Holdings shall not conductIn the case of Holdings, transact or otherwise engage in any material business or operations; providedactivity other than (a) transactions contemplated by the Loan Documents or the provision of administrative, that legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (b) the following shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Restricted Subsidiaries; Borrower and the exercise of rights and performance of obligations in connection therewith, (iic) the entry into, and exercise of rights and performance of obligations in respect of (i) this Agreement and any other Loan Document to which it is a party; any other agreement to which it is a party on the date hereof; and any guarantee of Indebtedness or other obligations of the Borrower or any of its Subsidiaries permitted pursuant to the Loan Documents; in each case as amended, supplemented, waived or otherwise modified from time to time, and any refinancings, refundings, renewals or extensions thereof, (ii) contracts and agreements with officers, directors and employees of it or the Borrower or any Subsidiary thereof relating to their employment or directorships, (iii) insurance policies and related contracts and agreements, and (iv) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities (or securities convertible into its equity securities) or any offering, issuance or sale thereof, (d) the offering, issuance, sale and repurchase or redemption of, and dividends, interest or other distributions (x) on its equity securities and (y) the PIK Notes, (e) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (f) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (g) 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, (h) the performance of obligations under and compliance with its obligations with respect to the Loan Documents (including any Specified Refinancing Debt certificate of incorporation and by-laws, or any New Term Facility)applicable Law, any Refinancing Notesordinance, any Incremental Equivalent Debtregulation, any Junior Financing Documentrule, any Permitted Ratio Debt documentationorder, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (judgment, decree or permit, including, without limitation, cash management activities) and as a result of or in connection with the entry into documentation with respect theretoactivities of the Borrower or its Subsidiaries, in each case, permitted by this Agreement for Holdings to enter into and perform; (vi) the incurrence and payment of dividends its operating and distributions business expenses and any taxes for which it may be liable, (j) making loans to or other Investments in, or incurrence of Indebtedness to, the Borrower or its Subsidiaries as and other activities in lieu thereof to the extent permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of (k) other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental or related to the foregoing, and (l) maintaining its corporate existence.

Holding Company. Holdings (a) Each Obligor party hereto shall not conductensure that none of Cayman Co, transact Holdco or otherwise engage in Parentco shall trade, carry on any material business business, own any assets or operations; providedincur any indebtedness, that the following shall be permitted in any event: liabilities or commitments (whether actual or contingent) except for: (i) its ownership the provision of administrative services (excluding treasury services) to members of the Capital Stock Group (in which it holds any shares or interests) of the Restricted a type customarily provided by a holding company to its Subsidiaries; ; (ii) the entry into, and the performance ownership of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing shares and/or equity interests in members of the foregoing the Guarantees permitted by clause (v) below; Group and/or ownership of Cash; (iii) the consummation incurrence of liabilities that arise in the ordinary course of acting as a Holding Company of shares in other members of the Transactions; Group; (iv) the performing incurrence of activities (including, without limitation, cash management activities) and liabilities under the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings Transaction Finance Documents to enter into and perform; which it is a party; (v) the payment incurrence of dividends and distributions liabilities under the Transaction Warrant Documents to which it is a party, provided that no amendment has been made to any Transaction Warrant Document (and other activities in lieu thereof permitted from the form approved by this Agreement), the making of contributions Arranger prior to the capital delivery of its Subsidiaries and Guarantees the first Utilisation Request hereunder) that has the effect of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and increasing the Guarantees aggregate amount that may become payable or owing under the Transaction Warrant Documents (except with the prior written consent of other obligations not constituting Indebtednessthe Majority Lenders); and/or (vi) (in the maintenance case of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (viiParentco) the performing incurrence of activities any Permitted Sponsor Subordinated Debt. (b) Without prejudice paragraph (a): (i) the Borrower shall not hold any Equity Interest in preparation for and consummating any public offering of its common stock person; (ii) Parentco shall not hold or own any other issuance or sale of its Capital Stock (Equity Interest in any person other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation equity interests in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legalshall not hold or own any assets other than assets subject to Transaction Security; (iii) Holdco shall not hold or own any Equity Interest in any person directly other than shares in Parentco; and (iv) Cayman Co shall not hold or own any Equity Interest in any person directly other than shares in Holdco, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding except as a result of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoinga Permitted Reorganisation.

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; (n) provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section 6.1 so long as such Lien is subject to the ABL Intercreditor Agreement and (z) non-consensual Liens arising solely by operation of law).

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

Holding Company. Holdings shall not conductConduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: 83894470_5 (ia) its ownership of the Capital Stock Equity Interests of the Restricted Subsidiaries; Borrower and activities incidental thereto; (iib) the entry into, and the performance of its obligations and exercise of its rights with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Equivalent DebtNotes, any the Unsecured Financing Documentation, the Junior Financing DocumentDocumentation, any Permitted Ratio Additional Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing and the Guarantees permitted by clause (vc) below; ; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (vc) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any of the Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; Subsidiaries; (vid) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); ; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiie) the participation in tax, accounting and other administrative matters as a member of the consolidated tax group of Parent and the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; ; (ixf) the holding of any cash and Cash Equivalents (but not owning or operating any property); ; (xg) the entry into and performance of its obligations with respect to employee contracts and other similar arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (h) the performance of activities in preparation for and consummation of any secondary offering, new registration and/or required in connection with the public trading of the Equity Interests of Holdings or any other Parent Holding Company; and (xii) any activities incidental to the foregoing.. Parent shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (in each case, other than Liens pursuant to any Loan Document (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Notes, the Junior Financing Documentation and non-consensual Liens arising solely by operation of Law and Parent shall not incur any Indebtedness (other than in respect of Indebtedness under this Agreement, any Refinancing Notes, any New Incremental Notes, the Unsecured Financing Documentation, the Junior Financing Documentation, any documentation of any Indebtedness permitted pursuant to Section 7.02(n), or Guarantees permitted by clause (c) above). Notwithstanding the foregoing, the covenants in this Article VII (to the extent applicable to a Permitted Acquisition, permitted Investment that constitutes an acquisition (other than an intercompany Investment) and/or the incurrence of Indebtedness in connection therewith) are subject to the Limited Condition Acquisition Proviso. 83894470_5

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

Holding Company. Holdings shall not (and shall not permit any of its Subsidiaries (other than the Borrower and its Subsidiaries) to) conduct, transact or otherwise engage in any material business or operationsoperations or own material assets; provided, provided that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted SubsidiariesBorrower and any Subsidiary and, in each case, activities incidental thereto (and, for the avoidance of doubt, Holdings shall not have any material Subsidiaries other than the Borrower); (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt Term Commitment Increase or any New Term Facility), the ABL Loan Documents, the Senior Notes Indentures and any Refinancing Notesdocuments arising thereunder or in connection therewith, any Incremental Equivalent DebtSenior Notes Refinancing Indebtedness documentation, any Junior Financing Documentdocumentation, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by this Section 7.13 and the Guarantees permitted by clause (v) below; (iii) the consummation of the transactions contemplated hereby (including the Transactions); (iv) the performing of activities (including, without limitation, cash management activities) in the ordinary course of business or consistent with past practices and the entry into documentation with respect thereto, in each case, otherwise permitted by under this Agreement for Holdings to enter into and perform; provided that to the extent any other provision of the Loan Documents would require that any such Indebtedness if incurred by the Borrower or a Loan Party shall be junior in right of payment or Liens to the Obligations, unsecured or otherwise subject to an Intercreditor Agreement, such Guarantee shall also comply with any such requirements; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries Subsidiaries, repayment of obligations to its Subsidiaries, and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrower or any Restricted Subsidiary of its Subsidiaries and the Guarantees of other obligations in the ordinary course of business and not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the OWN/DAS Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS respect thereto; (viii) the performing of activities in preparation for and consummating any public offering of its common stock Common Stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) , including converting into another type of legal entity, and the exercise of its rights and obligations thereunder; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrowermatters, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not owning or operating any property)) necessary for the operation of Holdings in the ordinary course of business or on a temporary basis for ongoing distribution to the Borrower or any Subsidiary; (xxi) the entry into and performance of its obligations with respect to contracts and other arrangementsarrangements in the ordinary course of business or consistent past practices, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, any ABL Loan Document, any Senior Secured Notes, any Senior Notes Indenture relating to such Senior Secured Notes, any Senior Notes Refinancing Indebtedness, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Indebtedness existing as of the Closing Date and Permitted Refinancings thereof, Indebtedness between Holdings and any of its Subsidiaries that is subordinated pursuant to the terms of Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

Holding Company. Holdings shall not (and shall not permit any of its Subsidiaries (other than the Borrower and its Subsidiaries) to) conduct, transact or otherwise engage in any material business or operationsoperations or own material assets; provided, provided that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted SubsidiariesIssuer and any Subsidiary and, in each case, activities incidental thereto (and, for the avoidance of doubt, Holdings shall not have any material Subsidiaries other than the Issuer); (ii) the entry into, and the performance of its obligations with respect to to, this Indenture, the Loan Documents (including Senior Credit Agreements, the Existing Indentures and any Specified Refinancing Debt documents arising thereunder or any New Term Facility)in connection therewith, any Existing Unsecured Notes Refinancing Notes, any Incremental Equivalent DebtIndebtedness documentation, any Junior Financing Documentdocumentation, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Guarantees Indebtedness otherwise permitted by this Section 3.21 and the guarantees permitted by clause (v) below; (iii) the consummation of the transactions contemplated hereby (including the Transactions); (iv) the performing of activities (including, without limitation, cash management activities) in the ordinary course of business or consistent with past practices and the entry into documentation with respect thereto, in each case, otherwise permitted by under this Agreement Indenture for Holdings to enter into and perform; provided that to the extent any other provision of this Indenture would require that any such Indebtedness if incurred by the Issuer or a Guarantor shall be junior in right of payment or Liens to the Obligations under this Indenture and the Notes, unsecured or otherwise subject to an Intercreditor Agreement, such guarantee shall also comply with any such requirements; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement)distributions, the making of contributions to the capital of its Subsidiaries Subsidiaries, repayment of obligations to its Subsidiaries, and Guarantees guarantees of Indebtedness permitted to be incurred hereunder by the Issuer or any Restricted Subsidiary of its Subsidiaries and the Guarantees guarantees of other obligations Obligations in the ordinary course of business and not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the OWN/DAS Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (viii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) , including converting into another type of legal entity, and the exercise of its rights and obligations thereunder; (viiiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrowermatters, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixx) the holding of any cash and Cash Equivalents (but not owning or operating any property)) necessary for the operation of Holdings in the ordinary course of business or on a temporary basis for ongoing distribution to the Issuer or any Subsidiary; (xxi) the entry into and performance of its obligations with respect to contracts and other arrangementsarrangements in the ordinary course of business or consistent with past practices, including the providing of indemnification to officers, managers, directors and employees employees; and (xixii) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Issuer or any Subsidiary (other than Liens pursuant to this Indenture, the Senior Credit Agreements, any Existing Secured Notes, any Existing Secured Notes Indenture, any Existing Unsecured Notes Refinancing Indebtedness and any documents arising thereunder or in connection therewith, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Indebtedness existing as of the Issue Date and Permitted Refinancings thereof, Indebtedness between Holdings and any of its Subsidiaries that is subordinated in right of payment to the Obligations under the Indenture and the Notes (or pledged in favor of the Collateral Agent, as applicable) or guarantees permitted above and liabilities imposed by law, including Tax liabilities).

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

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

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

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

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower[Reserved]; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section 6.1 so long as such Lien is subject to a Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and (z) non-consensual Liens arising solely by operation of law).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower, its Restricted SubsidiariesSubsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Second LienPari Passu Loan Documents, the ABL Loan Documents, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Permitted Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactionsactivities relating to any Permitted Reorganization, a Qualified IPO or a Permitted IPO Reorganization; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiary Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.and

Holding Company. (a) In the case of Holdings shall and Holdings GP, engage in any material business or operations, it being agreed that the following activities (and activities incidental thereto) will not be prohibited: (i) its ownership of the Equity Interests of the US Borrower (and, in the case of Holdings, Holdings GP) and any Subsidiary of Holdings (that is not the US Borrower or a Subsidiary of the US Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Debt and which does not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; operation; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance); (iii) the performance of activities relating its obligations and payments with respect to its officers(i) any Indebtedness permitted to be incurred pursuant to Section 7.03, directorsany Qualified Holding Company Debt or any Permitted Refinancing of any of the foregoing, managers and employees and those of its Subsidiaries); or (viiii) the performing of activities in preparation for Acquisition Agreement and consummating the other agreements contemplated by the Acquisition Agreement; (iv) any (i) Permitted Reorganization or (ii) public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests (other than Disqualified Stockincluding Qualified Equity Interests); (v) including converting into another type making (i) payments or Restricted Payments to the extent otherwise permitted under this Section 7.10 and (ii) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06; (vi) the incurrence of legal entity; Qualified Holding Company Debt and activities required thereunder; (vii) making contributions to the capital of its Subsidiaries; (viii) guaranteeing the participation obligations of the Borrowers and their Subsidiaries in each case solely to the extent such obligations of the Borrowers and their Subsidiaries are not prohibited hereunder; (ix) participating in tax, accounting and other administrative matters as a member of a consolidated, combined or unitary group that includes Holdings, Holdings GP and the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; Borrowers; (ixx) the holding of any cash and Cash Equivalents or property received in connection with Restricted Payments made by the US Borrower in accordance with Section 7.06 pending application thereof by Holdings; (but not owning or operating any property); (xxi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the arrangements directly related to any other activity permitted under this clause (a) and providing of indemnification to officers, managers, directors and employees and employees; (xixii) any making Investments in assets that are Cash Equivalents; (xiii) the consummation of the Transactions; and (xiv) activities incidental to the businesses or activities described in clauses (i) to (xii) of this Section 7.10(a). (b) Holdings and Holdings GP may not merge, amalgamate, dissolve, liquidate or consolidate with or into any other Person; provided that, notwithstanding the foregoing, as long as no Default exists or would result therefrom, Holdings and Holdings GP may merge, amalgamate or consolidate with any other Person if the following conditions are satisfied: (i) Holdings or Holdings GP, as applicable, shall be the continuing or surviving Person, or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or Holdings GP or is a Person into which Holdings or Holdings GP has been liquidated, (A) the Successor Holdings or Successor Holdings GP, as applicable, shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof, (B) the Successor Holdings or Successor Holdings GP, as applicable, shall expressly assume all the obligations of Holdings or Holdings GP, as applicable, under this Agreement and the other Loan Documents to which Holdings or Holdings GP, as applicable, is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) the Successor Holdings or Successor Holdings GP, as applicable, shall pledge 100% of the Equity Interest of the US Borrower held by it to the Collateral Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent, and (D) the US Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; it being agreed that if the foregoing are satisfied, the Successor Holdings or Successor Holdings GP, as applicable, will succeed to, and be substituted for, Holdings or Holdings GP, as applicable, under this Agreement. Notwithstanding anything herein to the contrary, in the event of any merger, dissolution, liquidation, consolidation, amalgamation or Division of Holdings or Holdings GP effected in accordance with this Section 7.10, the Borrowers shall (x) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (2) a Beneficial Ownership Certification and (y) do, execute, acknowledge, deliver, record, re-record, file, re-file, register, re-register, publish and re-publish any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents as promptly as practicable.

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

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

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

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

Holding Company. Holdings shall will not conduct, transact or otherwise engage in any material substantial business or operations; provided, provided that the following shall be permitted in any event: event be permitted: (ia) incidental business or operations related to its ownership of the Capital Stock of Equity Interests in the Restricted Subsidiaries; Borrower or any Person that has merged amalgamated or consolidated with, the Borrower; (iib) the entry into, and the performance of its obligations with respect to to, the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing DocumentCredit Documents, any Permitted Ratio Debt documentationCredit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or documentation relating to any Permitted Refinancing other Indebtedness permitted to be incurred hereunder and other agreements contemplated hereby and thereby (except that Holdings shall not be a primary obligor (as distinguished from a guarantor) of the foregoing the Guarantees Indebtedness for borrowed money that is not intercompany Indebtedness constituting an Investment in Holdings permitted by clause under Section 6.6(c)); (vc) below; (iii) activities incidental to the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) Transactions and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; Specified Acquisition; (vd) the payment of dividends and distributions (distributions, the purchase of Equity Interests in, and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by of, the Borrower or any Restricted Subsidiary and Person that has merged amalgamated or consolidated with, the Guarantees of other obligations not constituting Indebtedness; Borrower; (vie) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); maintenance; (viif) the performing of activities in preparation for and consummating any public offering of its or any direct or indirect parent’s common stock or any other issuance or sale of its Capital Stock or any direct or indirect parent’s Equity Interests, including paying fees and expenses related thereto; (other than Disqualified Stock) including converting into another type of legal entity; (viiig) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including compliance with applicable Laws laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers employees, managers, partners, consultants and employees; independent contractors; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (xh) the entry into into, and performance of its obligations with respect to contracts and other arrangementsto, including the providing of indemnification to arrangements with officers, directors, employees, managers, directors and employees and partners, consultants or independent contractors of Holdings or any of its Subsidiaries; (xii) any transaction between Holdings and the Borrower or any other Restricted Subsidiary expressly permitted under this Article VI, including (i) holding any cash, Cash Equivalents or property received in connection with Restricted Junior Payments made by the Borrower or any other Restricted Subsidiary in accordance with Section 6.4 pending application thereof by Holdings in the manner contemplated by Section 6.4 (including the redemption in whole or in part of any of its Equity Interests in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests), (ii) the provision of Guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, provided for the avoidance of doubt, that such Guarantees shall not be in respect of Indebtedness for borrowed money; (j) preparing reports to Governmental Authorities and to its shareholders; (k) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law; (l) complying with applicable law; and (m) activities incidental to the foregoing; (n) provided that Holdings may merge, amalgamate or consolidate with or into any other Person so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, “Successor Holdings”), (A) Successor Holdings shall be an entity organized under the laws of the United States, any State thereof or the District of Columbia, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents (and the other Guarantors shall expressly reconfirm their Obligations under the Credit Documents) pursuant to an agreement or agreements in form and substance reasonably satisfactory to the Administrative Agent, (C) such merger, amalgamation or consolidation shall be permitted or not restricted under Section 6.8(a), and (D) such merger, amalgamation or consolidation shall otherwise be in compliance with the other terms of this Agreement and shall not cause an Event of Default to occur (including, for the sake of clarity, an Event of Default under Section 8.1(j)); provided further that if the foregoing requirements are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Credit Documents. Holdings will not create, incur, assume or suffer to exist any Lien on any Equity Interests in the Borrower (other than (x) Liens pursuant to any Credit Document, (y) Liens pursuant to any agreement or documentation relating to Indebtedness that is permitted pursuant to Section ​ ​ 6.1 so long as such Lien is subject to the ABL Intercreditor Agreement and (z) non-consensual Liens arising solely by operation of law).

Holding Company. Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower, its Restricted SubsidiariesSubsidiaries and any other Subsidiary of Holdings and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), the Existing First Lien Credit Agreement, any Refinancing Notes, any New Incremental Equivalent DebtNotes, any Junior Financing Document, any Permitted Ratio Incremental Equivalent Debt documentation, any Permitted Debt Exchange Notes, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactionsactivities relating to any Permitted Reorganization; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the issuance of its own Equity Interests, the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred Incurred hereunder by the Borrower or any of the Restricted Subsidiary Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Sky Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto and of its obligations with respect to the Transactions and any Transition Arrangements; (viii) incurring Indebtedness permitted under Section 7.01, including any refinancing thereof; (ix) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viiix) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the BorrowerHoldings and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixxi) the holding of any cash and Cash Equivalents or property (but not owning or operating any property); (xxii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees employees; (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions; (xixiv) any activities incidental to the foregoing.merging, amalgamating or

Holding Company. Holdings shall not With respect to Holdings, conduct, transact or otherwise engage in any material operating or business or operationsactivities; provided, provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Capital Stock Equity Interests of the Restricted Subsidiaries; (ii) the entry intoBorrower, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities amounts in lieu thereof permitted by this Agreement), the making of contributions to the capital respect of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; Equity Interests, (viii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and maintenance), (iii) the performance of activities relating its obligations with respect to its officersthe Loan Documents, directorsthe Sponsor Management Agreement and any other agreement governing Indebtedness, managers and employees and those of its Subsidiaries); (viiiv) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock Equity Interests, (other than Disqualified Stockv) financing activities, including converting into another type the issuance of legal entity; securities, incurrence of debt, incurrence of liens, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower to the extent not prohibited under this Agreement, (viiivi) the participation participating in tax, accounting and other administrative matters (x) as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ixy) the holding as a member of any cash unitary, combined or similar group including Holdings [[NYCORP:0000000x0:04/23/2018–12:16 PM]][[NYCORP:3649801v12:05/23/2018–06:48 PM]] Article IX and Cash Equivalents (but not owning or operating any property); (x) in the entry into and performance definition of its obligations “Agent-Related Person” included such L/C Issuer with respect to contracts and other arrangementssuch acts or omissions, including the providing of indemnification to officers, managers, directors and employees and (xiii) as additionally provided herein with respect to such L/C Issuer. (c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any activities security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the foregoingbenefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

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

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

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

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

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

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

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

Holding Company. Holdings Notwithstanding anything herein to the contrary, neither the Borrower nor Peak GP shall directly own any interest in any Proved Oil and Gas Properties of any Loan Party or any Restricted Subsidiary. Any Proved Oil and Gas Properties of the Loan Parties will at all times be owned by one or more of the Restricted Subsidiaries of the Borrower. Each of the Borrower and Peak GP shall not conduct, transact or otherwise engage in directly operate any material business or operationsbusiness; providedprovided that, that for the avoidance of doubt, the following (and activities incidental thereto) shall not constitute the operation of a business and shall in all cases be permitted in any eventto the extent not otherwise restricted under the terms of this Agreement: (i) its direct and indirect ownership of the Capital Stock Equity Interests of the Restricted its Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance maintenance); (iii) any registration, issuance or sale of its Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of its Equity Interests) and, in each case, the repurchase, redemption or registration thereof; (iv) financing activities, including the issuance of securities, incurrence of Debt permitted by this Agreement (provided that no such Debt is secured by Liens on the Equity Interests of the Borrower other than the Liens in favor of the Administrative Agent for the benefit of the Secured Parties permitted under this Agreement) and Tax liabilities in the ordinary course of business, payment of dividends and making contributions to the capital of any other Loan Party or their respective Subsidiaries, and entrance into Hedge Agreements permitted by this Agreement; (v) filings required to be made with the Securities and Exchange Commission, any nationally recognized stock exchange or otherwise required for public companies and compliance with applicable law and legal, tax and accounting and other administrative matters related thereto, including participating in tax, accounting and other administrative matters as a member of any consolidated, unitary, combined or other similar group, and activities and filing tax returns and paying Taxes and contesting any Taxes and engaging in other actions or customary obligations related thereto in the ordinary course; (vi) performance of activities relating to its officers, directors, managers and employees and those of the Permitted Holders, the Borrower and/or its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating providing indemnification to its such officers, directors, managers and or employees; (ixvii) the holding of any cash and Cash Equivalents and other assets received in connection with permitted dividends or distributions received from, or permitted Investments or permitted dispositions made by, any of its Restricted Subsidiaries or permitted contributions to the capital of, or proceeds from the equity issuance of, such Person pending the application thereof; (but not owning viii) holding any other property received by it as a distribution from the Borrower or operating any of its Subsidiaries and making further distributions of such property); (ix) holding director and shareholder meetings, preparing organizational records, complying with its organizational documents and other organizational activities required to maintain its separate organizational structure or to comply with applicable Laws, including preparing reports to Governmental Authorities or shareholders; (x) the entry entering into and performance of its obligations with respect to contracts and other arrangements, including arrangements in connection with (a) the providing of indemnification to officers, managers, directors Transactions and employees (b) any other activities not prohibited by this Section 8.19; and (xi) any activities incidental to the foregoingforegoing or customary for passive holding companies, including, for the avoidance of doubt, entering into transactions otherwise permitted under this Agreement for the direct benefit of the Loan Parties, ownership of immaterial properties and assets incidental to the business or activities described in the foregoing clause and payment of costs and expenses in connection with the business or activities described in the foregoing clauses.

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