Common use of Holdings Covenant Clause in Contracts

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsdirect or indirect parent of the Borrower, Holdingsthe Borrower, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers Borrower or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and consummate, or incidental to the consummation of, any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, Parent and any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOCompany, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity, Holdings, and the Borrowers Borrower or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under this Article VI, the Acquisition Merger Agreement, the Transactions, the other agreements contemplated by the Acquisition Merger Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under this Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues issues, employment of corporate-level executives, administration of executive and employee cash incentive plans and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to through (xi) of this paragraph.

Holdings Covenant. Permit Holdings and any Intermediate Holdings will not conduct, transact or otherwise to engage in any business activities or operations incur any Indebtedness other than (i) acting as a holding company and transactions incidental thereto (including maintain its corporate existence), (ii) entering into the ownership and/or acquisition of Loan Documents and the transactions required herein or permitted herein to be performed by Holdings, (iii) entering into the agreements related to and consummating the Transactions and the transactions required therein or permitted therein to be performed by Holdings, (iv) receiving and distributing the dividends, distributions and payments permitted to be made to Holdings pursuant to Section 7.06, (v) entering into engagement letters and similar type contracts and agreements with attorneys, accountants and other professionals (and participating thereunder), (vi) owning the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their and its Subsidiaries, (ivvii) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee issuing Equity Interests as permitted hereunder (including pursuant to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebya Qualified IPO), (vviii) financing activitiesengaging in activities necessary or incidental to any director, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuanceofficer and/or employee option incentive plan at Holdings, (viix) any transaction that Holdings or any Intermediate Holdings providing guarantees for the benefit of a Borrower to the extent such Person is otherwise permitted to enter into or consummate the transaction under Article VI this Agreement (includingincluding guaranties of lease obligations), but not limited to, the making of any Restricted Payment permitted by Section 6.08 or (x) holding of any cash or Permitted Investments received nominal deposits in Deposit Accounts in connection with Restricted Payments made consummating any of the foregoing transactions, (xi) entering into documents governing any Subordinated Indebtedness permitted in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate7.01(v) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment debt documents permitted hereunderhereunder to which it is a party or any documents for a refinancing thereof permitted hereunder and to the extent applicable, the subordination or intercreditor provisions or agreements governing such Indebtedness or to which such Indebtedness is subject, (xxii) [reserved], and (xiii) obligations or activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in the foregoing clauses (i) to (xi) xii), including providing indemnification of this paragraphofficers, directors, shareholders and employees.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Company, any Intermediate Holdings, HoldingsParent, any IPO Shell Company IPCo and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings Holdings, the Company and the Borrowers or any of their SubsidiariesBorrowers, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) equity financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary incidental to consummate and Permitted Acquisition or any other Investment permitted hereunder, the consummation of the Transactions ,(x) activities incidental to the consummation ownership of the Transactions, any IPCo and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xix) of this paragraph. No IPCo will conduct, transact or otherwise engage in any business or operations other than (i) the ownership of Intellectual Property, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, the Company and the Borrowers, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI as a Restricted Subsidiary, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement, the other agreements contemplated hereby and thereby, the IPCo Distribution Agreements and the IPCo License Agreements, (v) any transaction that IPCo is permitted to enter into or consummate under Article VI as a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) activities incidental to the consummation of the Transactions and (viii) activities incidental to the businesses or activities described in clauses (i) to (vii) of this paragraph. For the avoidance of doubt, nothing in this Agreement or any other Loan Document shall prohibit any IPCo, Target, Holdings or any other Loan Party or Restricted Subsidiary party thereto from engaging in or consummating any transactions or performing any obligations under the IPCo Distribution Agreements or IPCo License Agreements.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any Intermediate Parent and any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOCompany, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of related to any Parent Entity, Holdings, Intermediate Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under this Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under this Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues issues, employment of corporate-level executives, administration of executive and employee cash incentive plans and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to through (xi) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any material business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and the Restricted Subsidiaries and any wholly-owned subsidiary Subsidiary of Holdings (that is not a Borrower Party or a Subsidiary of a Borrower Party) which is formed solely for purposes of acting as a co-obligor with respect to any Permitted Holdings Debt and which does not conduct, transact or otherwise engage in contemplation of an IPO to become the entity which consummates an IPOany material business or operation, and, in each case, activities incidental thereto, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries, (iii) participating in tax, accounting accounting, cash management, intercompany indebtedness and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their SubsidiariesBorrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the Reorganization Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to Transactions and the consummation of an IPO, including the IPO Reorganization Transactions and (xiix) activities as necessary to consummate any Permitted Acquisition or other Investment permitted hereunder and (xi) activities incidental to the businesses or activities described in clauses (i) to (xix) of this paragraph.

Holdings Covenant. Holdings (a) Solely in the case of Holdings, own or acquire any assets (other than Equity Interests of the Borrower, any Intermediate Holding Company and any Intermediate Holdings will not conductSubsidiary, transact cash and Cash Equivalents) or otherwise engage in any business or operations activity other than (i) the ownership and/or acquisition of all the outstanding Equity Interests of the Borrower or any Intermediate Holdings, Holdings, any IPO Shell Holding Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOactivities incidental thereto, (ii) the maintenance of its legal existencecorporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the ability laws of the United States, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to incur fees, costs and expenses relating the same extent as immediately prior to such maintenancechange, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiariesactivities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the performance receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments and other transactions between Holdings and the Borrower or Subsidiary permitted under Article VII, (vi) to the extent not otherwise covered by the other clauses of this Section 7.09, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of each Holdings using the proceeds of, or conversion or exchange of any Equity Interests of each Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under and in connection with the Loan Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings’ or any documentation governing direct or indirect parent of Holdings’ common stock and the continued existence of Holdings or any direct or indirect parent of Holdings as a public company, (xi) the purchase of Indebtedness or Guarantee permitted under this Agreement and other activities incidental to be incurred or made by it under Article VI, the Acquisition Agreement, consummation of the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation and maintenance of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 special purpose vehicle entities and the making of (and activities as necessary or maintenance of intercompany loans and/or investments incidental to consummate) any Investment permitted to be made by it under Section 6.04)the Transactions, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiixii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09under Article VII, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (xxiii) activities incidental to the consummation legal, tax and accounting matters in connection with any of the Transactionsforegoing activities and (xiv) incurring unsecured Guarantee Obligations in respect of any Subordinated Debt, (xi) activities reasonably incidental provided that such Guarantee Obligations shall be subordinated to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental Obligations to the businesses or activities described in clauses (i) same extent and on the same terms as the Indebtedness so guaranteed is subordinated to (xi) of this paragraphthe Obligations.

Holdings Covenant. Holdings covenants and any Intermediate agrees that until the Total Commitment and each Letter of Credit have terminated (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the relevant Issuing Banks following the termination of the Total Commitment) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations incurred hereunder (other than Hedging Obligations under Secured Hedge Transactions, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due and payable), are paid in full, Holdings will not conduct, transact or otherwise engage at any time in any business or operations business activity other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsin the Borrower, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOtogether with activities related or incidental thereto, (ii) the maintenance performance of its legal existenceobligations under and in connection with the Credit Documents, the Senior Unsecured Notes, the Senior Secured Notes and the incurrence and performance of Indebtedness not prohibited by Section 10.1, (iii) issuing, selling and redeeming its Equity Interests, (iv) paying taxes, (v) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities (including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating required to maintain its corporate or other legal structure or to participate in tax, accounting and or other administrative matters as a member of the consolidated group of Holdings the Credit Parties, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Equity Interests, (vii) receiving, and holding proceeds of, Restricted Payments from the Borrower and the Borrowers Subsidiaries and distributing the proceeds thereof to the extent not prohibited by Section 9.9 or any of their SubsidiariesSection 10.6, (ivviii) the performance of its obligations under and activities in connection with the Loan Documentsformation and maintenance of the existence of any Parent Entity (it being understood that notwithstanding anything to the contrary herein or in any Credit Document, any documentation governing any Indebtedness or Guarantee permitted to there shall be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including no restriction on the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04Parent Entity), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiiix) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunderdirectors, (x) activities incidental to the consummation permitted hereunder or as otherwise required by Requirements of the Transactions, Law and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in clauses (i) to (xi) each foregoing clause of this paragraphSection 9.17.

Holdings Covenant. Holdings and any Intermediate Holdings will shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests Stock of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrowers, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and owner the Borrowers or any of their Subsidiariesand reporting related to such matters, (iv) the performance of its obligations under and in connection with the Loan Credit Documents, any documentation governing any Permitted Other Indebtedness or Guarantee permitted to be incurred or made by it under Article VIRefinancing Permitted Other Indebtedness, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests Stock for sale or resale not prohibited by this AgreementSection 10, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 dividend or the holding of any cash or Permitted Investments received in connection with Restricted Payments dividends made by the Borrowers in accordance with Section 6.08 10.5 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04)thereof, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiivii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (xviii) activities incidental to the consummation of the Transactions, (xiix) activities reasonably incidental to the consummation of an IPOfinancing activities, including the IPO Reorganization Transactions issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (x) any other transaction permitted pursuant to Article X and (xiixi) activities incidental to the businesses or activities described in clauses (i) to (xix) of this paragraphSection 10.8.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Company, any Intermediate Holdings, HoldingsParent, any IPO Shell Company IPCo and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings Holdings, the Company and the Borrowers or any of their SubsidiariesBorrowers, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) equity financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xix) activities reasonably incidental to the consummation ownership of an IPO, including the IPO Reorganization Transactions any IPCo and (xiixi) activities incidental to the businesses or activities described in clauses (i) to (xix) of this paragraph. No IPCo will conduct, transact or otherwise engage in any business or operations other than (i) the ownership of Intellectual Property, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, the Company and the Borrowers, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI as a Restricted Subsidiary, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement, the other agreements contemplated hereby and thereby, the IPCo Distribution Agreements and the IPCo License Agreements, (v) any transaction that IPCo is permitted to enter into or consummate under Article VI as a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) activities incidental to the consummation of the Transactions and (viii) activities incidental to the businesses or activities described in clauses (i) to (vii) of this paragraph. For the avoidance of doubt, nothing in this Agreement or any other Loan Document shall prohibit any IPCo, Target, Holdings or any other Loan Party or Restricted Subsidiary party thereto from engaging in or consummating any transactions or performing any obligations under the IPCo Distribution Agreements or IPCo License Agreements.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of any Parent Entity, Holdings and the Borrowers Borrower or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted not prohibited to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Transactions and the other agreements contemplated hereby and therebyhereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiivii) providing indemnification to officers and directors (or analogous Persons) and as otherwise permitted in Section 6.09, (ixviii) activities as necessary to consummate and consummate, or incidental to the consummation of, any Permitted Acquisition or any other Investment permitted hereunder, (xix) activities incidental to the consummation of the TransactionsTransactions (including the Specified Distribution/Repayment), (x) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions and making contributions to the capital of the Borrower and its Subsidiaries, (xi) activities reasonably incidental any transaction with the Borrower or any Restricted Subsidiary to the consummation of an IPO, including the IPO Reorganization Transactions extent expressly permitted under Article VI and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsdirect or indirect parent of the Borrower, Holdingsthe Borrower, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers Borrower or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the -125- incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and consummate, or incidental to the consummation of, any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests Stock of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of owner the consolidated group of Holdings Borrower and the Borrowers or any of their Subsidiariesreporting related to such matters, (iv) the performance of its obligations under and in connection with the Loan Credit Documents, any documentation governing any Permitted Other Indebtedness or Guarantee permitted to be incurred or made by it under Article VIRefinancing Permitted Other Indebtedness, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests Stock for sale or resale not prohibited by this AgreementSection 10, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 dividend or the holding of any cash or Permitted Investments received in connection with Restricted Payments dividends made by the Borrower in accordance with Section 6.08 10.5 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04)thereof, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiivii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (xviii) activities incidental to the consummation of the Transactions, (xiix) activities reasonably incidental to the consummation of an IPOfinancing 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, (x) any other transaction permitted pursuant to Article X, (xi) undertaking or consummating any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphSection 10.8.

Holdings Covenant. Neither Holdings and nor any Subsidiary of Holdings directly or indirectly holding Equity Interests of the Borrower (each such Subsidiary an “Intermediate Holdings will not conduct, transact or otherwise Holdco”) shall actively engage in any business trade or operations business, other than (i) the ownership and/or acquisition of 100% of the Equity Interests of in its Subsidiaries (provided that the only Subsidiary which shall be directly owned by Holdings or any Intermediate Holdings, HoldingsHoldco is the Borrower or any Intermediate Holdco that (A) is organized under the laws of the United States, any IPO Shell Company state thereof or the District of Columbia, (B) becomes a Guarantor (C) grants a first priority security interest in 100% of its direct or indirect interest in the Borrower to the Administrative Agent for the benefit of the Lenders and any wholly-owned subsidiary (D) agrees to be subject to the restrictions of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOthis Section 7.10), (ii) activities relating thereto, (iii) the performance of its respective obligations under the Loan Documents to which it is a party and the maintenance of its legal existence, corporate existence and corporate governance including the ability to incur fees, costs and expenses relating to such maintenance, (iiiiv) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their SubsidiariesBorrower, (ivv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebyDocumentation, (vvi) financing activities, including any public offering of its common stock Equity Interest or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreementconstituting a Change in Control, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vivii) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 dividend or the holding of any cash or Permitted Investments received in connection with Restricted Payments dividends made by the Borrower in accordance with Section 6.08 Article 7 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04)thereof, (viiviii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiiix) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (xii) the Guaranty Obligations incurred 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 debt for borrowed money, (xiii) organizational activities reasonably incidental to Permitted Acquisitions or similar Investments consummated by the Borrower, including the formation of acquisition vehicle entities (so long as the Equity Interests held by Holdings or any Intermediate Holdco therein are promptly contributed to the Borrower or a Subsidiary Guarantor) the making of intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments; provided, further, that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (xiv) the incurrence of unsecured Indebtedness, so long as no other Credit Party is an IPOobligor with respect thereto, including (xv) the IPO Reorganization Transactions making of any loans to any 105 officers permitted by Section 7.05 and (xiixvi) the making of any Investment in the Borrower or any Subsidiary, and (xvi) activities incidental to the businesses or activities described in clauses (i) to (xixvi) of this paragraphSection 7.10.

Holdings Covenant. Holdings Prior to the Collateral and any Intermediate Guarantee Release Date, Holdings will not conduct, transact or otherwise engage in any material business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and the Restricted Subsidiaries and any wholly-owned subsidiary Subsidiary of Holdings (that is not a Borrower Party or a Subsidiary of a Borrower Party) which is formed solely for purposes of acting as a co-obligor with respect to any Permitted Holdings Debt and which does not conduct, transact or otherwise engage in contemplation of an IPO to become the entity which consummates an IPOany material business or operation, and, in each case, activities incidental thereto, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries, (iii) participating in tax, accounting accounting, cash management, intercompany indebtedness and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their SubsidiariesBorrower, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the Reorganization Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to Transactions and the consummation of an IPO, including the IPO Reorganization Transactions and (xiix) activities as necessary to consummate any Permitted Acquisition or other Investment permitted hereunder and (xi) activities incidental to the businesses or activities described in clauses (i) to (xix) of this paragraph.

Holdings Covenant. Permit Holdings and any Intermediate Holdings will not conduct, transact or otherwise to engage in any business activities or operations incur any Indebtedness other than (i) acting as a holding company and transactions incidental thereto (including maintain its corporate existence), (ii) entering into the ownership and/or acquisition Loan Documents and the transactions required herein or permitted herein to be performed by Holdings (including, for the avoidance of doubt, until the consummation of the Closing Date Acquisition and the joinder of X.X. Cosmetics pursuant to a Joinder Agreement, acting as the Initial Borrower hereunder), (iii) entering into the agreements related to and consummating the Transactions and the transactions required therein or permitted therein to be performed by Holdings (including the Management Agreement), (iv) receiving and distributing the dividends, distributions and payments permitted to be made to Holdings pursuant to Section 7.06, (v) entering into engagement letters and similar type contracts and agreements with attorneys, accountants and other professionals (and participating thereunder), (vi) owning the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Initial Borrower and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, (ivvii) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee issuing Equity Interests as permitted hereunder (including pursuant to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebya Qualified IPO), (vviii) financing activitiesengaging in activities necessary or incidental to any director, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuanceofficer and/or employee option incentive plan at Holdings, (viix) any transaction that Holdings or any Intermediate Holdings providing guarantees for the benefit of a Borrower to the extent such Person is otherwise permitted to enter into or consummate the transaction under Article VI this Agreement (including, but not limited to, the making including guaranties of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04lease obligations), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) holding nominal deposits in Deposit Accounts in connection with consummating any of the foregoing transactions, (xi) the entering into and performance of obligations under the Senior Indebtedness Documents or any other debt documents permitted hereunder to which it is a party or any documents for a refinancing thereof permitted by the Subordination Agreement, (xii) the entering into and performance of the unsecured and non-interest bearing obligations arising from the exercise of the Seller Put Option and (xiii) obligations or activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in the foregoing clauses (i) to (xi) xii), including providing indemnification of this paragraphofficers, directors, shareholders and employees.

Holdings Covenant. Commencing on the Initial Funding Date and until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full (other than contingent indemnity obligations for which no claims have been made) and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, Holdings covenants and any Intermediate Holdings agrees with the Lenders that it will not conductcreate, transact incur, assume or otherwise suffer to exist any Debt or Lien other than Liens securing the Indebtedness, nor will it engage at any time in any business or operations business activity other than (ia) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (iib) the maintenance performance of its legal existenceobligations under and in connection with the Loan Documents, (c) issuing, selling and redeeming its Equity Interests, (d) paying Taxes, (e) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities (including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating required to maintain its corporate or other legal structure or to participate in tax, accounting and or other administrative matters as a member of the consolidated group of Holdings the Borrower and the Borrowers or any of their its Subsidiaries, (ivf) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Equity Interests, (g) receiving, and holding proceeds of, Restricted Payments from the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Borrower and the other agreements contemplated hereby Subsidiaries and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale distributing the proceeds thereof to the extent not prohibited by this Agreement, including the costs, fees Sections 9.04 and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance9.10, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiih) providing indemnification to officers and directors and directors, (i) activities permitted hereunder or as otherwise permitted in Section 6.09, required by Governmental Requirements and (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (xj) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in each foregoing clauses (i) to (xi) of this paragraphArticle IX-A. Holdings shall at all times pledge all of the Equity Interests of the Borrower (including, if such Equity Interests are certificated, by delivering original stock certificates evidencing the Equity Interests of the Borrower, together with appropriate undated stock powers for each certificate duly executed in blank by Holdings).

Holdings Covenant. (a) Holdings covenants and any Intermediate agrees that on the Effective Date and thereafter, until the Total Commitment and each Letter of Credit have terminated (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the relevant Issuing Banks following the termination of the Total Commitment) and the Loans, the Swingline Loans and Unpaid Drawings, together with interest, fees and all other Obligations incurred hereunder (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due and payable), are paid in full, unless the Majority Lenders shall otherwise consent in writing, Holdings will not conduct, transact or otherwise engage at any time in any business or operations operating activity other than the following activities which shall not constitute the operation of a business and shall in all cases be permitted to the extent not otherwise restricted under the terms of this Agreement: (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (ii) the maintenance entry into and performance of its obligations under and in connection with the Credit Documents, the Senior Unsecured Notes, the consummation of the Transactions and the Guarantee and performance of Indebtedness not prohibited by Section 10.1, (iii) financing activities, including the incurrence and performance of Indebtedness (provided that neither the Borrower nor any Subsidiary of the Borrower shall Guarantee any such Indebtedness), the issuance of securities, the payment of dividends and distribution (including any Tax distributions not prohibited under this Agreement) and making contributions to the capital of the Borrower or any other Credit Party, (iv) issuing, selling and redeeming its Equity Interests, (v) filing tax reports, paying taxes and performing other customary obligations related thereto (including contesting taxes), (vi) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its corporate or other legal existence, structure (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and to perform activities relating to its and any of its Parent Entities’ officers, (iiidirectors, managers and employees) participating or to comply with applicable laws or to participate in tax, accounting and or other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activitiesCredit Parties, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees compliance with applicable law and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues matters related thereto, (vii) preparing reports to, and paying taxespreparing and making notices to and filings with, Governmental Authorities and to its holders of Equity Interests, (viii) receiving, and holding proceeds of, Restricted Payments from the Borrower and the Subsidiaries and distributing the proceeds thereof to the extent not prohibited by Section 9.9 or Section 10.6, (ix) holding any cash and Permitted Investments, (x) the consummation of the transactions contemplated by or scheduled in the Transaction Agreements, (xi) the performance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority 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, (xii) activities in connection with the formation and maintenance of the existence of any Parent Entity (it being understood that notwithstanding anything to the contrary herein or in any Credit Document, there shall be no restriction on the formation of any Parent Entity), (xiii) providing indemnification to officers and directors and directors, (xiv) activities permitted hereunder or as otherwise permitted required by Requirements of Law and (xv) the entry into and performance of obligations with respect to contracts and other arrangements in Section 6.09connection with, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to to, the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in clauses (i) to (xi) each foregoing clause of this paragraphSection 9.17 or customary for passive holding companies.

Holdings Covenant. Permit Holdings and any Intermediate Holdings will not conduct, transact or otherwise to engage in any business activities or operations incur any Indebtedness other than (i) acting as a holding company and transactions incidental thereto (including maintain its corporate existence), (ii) entering into the ownership and/or acquisition Loan Documents and the transactions required herein or permitted herein to be performed by Holdings (including, for the avoidance of doubt, until the consummation of the Closing Date Acquisition and the joinder of X.X. Cosmetics pursuant to a Joinder Agreement, acting as the Initial Borrower hereunder), (iii) entering into the agreements related to and consummating the Transactions and the transactions required therein or permitted therein to be performed by Holdings (including the Management Agreement), (iv) receiving and distributing the dividends, distributions and payments permitted to be made to Holdings pursuant to Section 7.06, (v) entering into engagement letters and similar type contracts and agreements with attorneys, accountants and other professionals (and participating thereunder), (vi) owning the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Initial Borrower and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, (ivvii) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee issuing Equity Interests as permitted hereunder (including pursuant to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebya Qualified IPO), (vviii) financing activitiesengaging in activities necessary or incidental to any director, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuanceofficer and/or employee option incentive plan at Holdings, (viix) any transaction that Holdings or any Intermediate Holdings providing guarantees for the benefit of a Borrower to the extent such Person is otherwise permitted to enter into or consummate the transaction under Article VI this Agreement (including, but not limited to, the making including guaranties of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04lease obligations), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) holding nominal deposits in Deposit Accounts in connection with consummating any of the foregoing transactions, (xi) the entering into and performance of obligations under the Subordinated Indebtedness Documents or any other debt documents permitted hereunder to which it is a party or any documents for a refinancing thereof permitted by the Subordination Agreement, (xii) the entering into and performance of the unsecured and non-interest bearing obligations arising from the exercise of the Seller Put Option and (xiii) obligations or activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in the foregoing clauses (i) to (xi) xii), including providing indemnification of this paragraphofficers, directors, shareholders and employees.

Holdings Covenant. Holdings and (a) Solely in the case of Holdings, own or acquire any Intermediate Holdings will not conduct, transact material assets or otherwise engage in any business or operations activity other than (i) the ownership and/or acquisition of all the outstanding Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (ii) the maintenance of its legal existencecorporate existence and activities incidental thereto under the Loan Documents, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change and (y) Holdings may merge or amalgamate with any other person if Holdings is the continuing or surviving corporation or if the person formed by or surviving any such merger or consolidation is not Holdings (any such person, the “Successor Holding Company”), (A) no Default or Event of Default shall result therefrom, (B) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) the Collateral owned by or transferred to the Successor Holding Company (including the ability voting Equity Interests of the Borrower) shall (1) continue to incur feesconstitute Collateral under the Collateral Documents, costs (2) be subject to the First Priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties in accordance with the Collateral Documents, and expenses relating (3) not be subject to any Lien other than Liens securing Indebtedness permitted under the Loan Documents and as permitted by Section 6.2, (E) in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such maintenanceaction as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (F) the Successor Holding Company shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change in Control), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiariesactivities required to comply with applicable laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, in each case, to the performance extent permitted hereunder, (v) the receipt of Restricted Payments and the making of Restricted Payments and other transactions between Holdings and the Borrower permitted under Article VI, (vi) to the extent not otherwise covered by the other clauses of this Section 6.14, any of the activities of Holdings referred to in Section 6.6, (vii) compliance with its obligations under and in connection with the Loan Documents, any documentation governing any (viii) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings’ common stock and the continued existence of Holdings as a public company, (ix) the purchase of Indebtedness or Guarantee permitted under this Agreement and other activities incidental to be incurred or made by it under Article VI, the Acquisition Agreement, consummation of the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation and maintenance of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 special purpose vehicle entities and the making of (and activities as necessary or maintenance of intercompany loans and/or investments incidental to consummate) any Investment the Transactions, in each case, to the extent permitted to be made by it under Section 6.04)hereunder, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiix) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, under Article 6 and (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (xxi) activities incidental to the consummation legal, tax and accounting matters in connection with any of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphforegoing activities.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations operations, or own any Equity Interests of any Person, other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOParent, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and and/or the Borrowers or any of their SubsidiariesBorrower, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Transactions and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its (or its direct or indirect parent’s) Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto thereto, including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence or payment of any Indebtedness permitted to be incurred by it under Section 6.01 and or not prohibited to be paid by it under Section 6.08(b) and, subject to the limitations set forth in the preceding clause (i), the making of (and activities as necessary to consummate) any Investment in any Intermediate Parent, the Borrower or any of its Subsidiaries permitted to be made by it under Section 6.04), (vii) incurring reasonable and customary documented fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiix) activities incidental to the businesses or activities described in clauses (i) to (xiix) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsthe Borrower, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their SubsidiariesBorrower, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) equity financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale permitted or not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating operations including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers officers, managers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary incidental or related to consummate the consummation of the Transactions and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental or related to the businesses or activities described in clauses (i) to (xiix) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations operations, or own any Equity Interests of any Person, other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOParent, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and and/or the Borrowers or any of their SubsidiariesBorrower, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Transactions and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its (or its direct or indirect parent’s) Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto thereto, including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, 91 the incurrence or payment of any Indebtedness permitted to be incurred by it under Section 6.01 and or not prohibited to be paid by it under Section 6.08(b) and, subject to the limitations set forth in the preceding clause (i), the making of (and activities as necessary to consummate) any Investment in any Intermediate Parent, the Borrower or any of its Subsidiaries permitted to be made by it under Section 6.04), (vii) incurring reasonable and customary documented fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiix) activities incidental to the businesses or activities described in clauses (i) to (xiix) of this paragraph.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any anySECTION 6.06 business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOBorrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of any Parent Entity, Holdings and the Borrowers Borrower or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted not prohibited to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Transactions and the other agreements contemplated hereby and therebyhereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiivii) providing indemnification to officers and directors (or analogous Persons) and as otherwise permitted in Section 6.09, (ixviii) activities as necessary to consummate and consummate, or incidental to the consummation of, any Permitted Acquisition or any other Investment permitted hereunder, (xix) activities incidental to the consummation of the TransactionsTransactions (including the Specified Distribution/Repayment), (x) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions and making contributions to the capital of the Borrower and its Subsidiaries, (xi) activities reasonably incidental any transaction with the Borrower or any Restricted Subsidiary to the consummation of an IPO, including the IPO Reorganization Transactions extent expressly permitted under Article VI and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.. Negative Pledge. The Borrower will not, and will not permit any RestrictedSECTION 6.07 Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by: (a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided, that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; -132-

Holdings Covenant. Holdings and any Intermediate Holdings Parent will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdingsany Intermediate Parent and any direct or indirect parent of the Borrowers, the Borrowers, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, Intermediate Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Transactions and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and consummate, or incidental to the consummation of, any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings covenants and any Intermediate agrees that on the Closing Date and thereafter, until the Total Commitment and each Letter of Credit have terminated (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the relevant Issuing Banks following the termination of the Total Commitment) and the Loans, the Swingline Loans and Unpaid Drawings, together with interest, fees and all other Obligations incurred hereunder (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due and payable), are paid in full, unless the Majority Lenders shall otherwise consent in writing, Holdings will not conduct, transact or otherwise engage at any time in any business or operations business activity other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsin the Borrower, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOtogether with activities related thereto, (ii) the maintenance performance of its legal existenceobligations under and in connection with the Credit Documents, the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loan Facility and the incurrence and performance of Indebtedness not prohibited by Section 10.1, (iii) issuing, selling and redeeming its Equity Interests, (iv) paying taxes, (v) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities (including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating required to maintain its corporate or other legal structure or to participate in tax, accounting and or other administrative matters as a member of the consolidated group of Holdings the Credit Parties, (vi) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Equity Interests, (vii) receiving, and holding proceeds of, Restricted Payments from the Borrower and the Borrowers Subsidiaries and distributing the proceeds thereof to the extent not prohibited by Section 9.9 or any of their SubsidiariesSection 10.6, (ivviii) the performance of its obligations under and activities in connection with the Loan Documentsformation and maintenance of the existence of any Parent Entity (it being understood that notwithstanding anything to the contrary herein or in any Credit Document, any documentation governing any Indebtedness or Guarantee permitted to there shall be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including no restriction on the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04Parent Entity), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiiix) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunderdirectors, (x) activities incidental to the consummation permitted hereunder or as otherwise required by Requirements of the Transactions, Law and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses business or activities described in clauses (i) to (xi) each foregoing clause of this paragraphSection 9.17.