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. Holdings will not incur any Indebtedness or Liens or engage in any material business activities or consummate any material transactions and any Intermediate Holdings will not conduct, transact or otherwise engage in any material business or operations material operations, in each case, other than than: (a) (i) the ownership and/or acquisition of the Equity Interests of the Borrower (and indirectly any Intermediate Holdings, Holdings, subsidiary or Joint Venture thereof or other indirect Equity Interests) and any IPO Shell Company (or any general partner of the Borrower or 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 making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, its Equity Interests; (b) the performance of obligations under and compliance with its Organizational Documents or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Borrower, its Subsidiaries and any IPO Shell Company; (iiic) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder), the making of any loan to any Permitted Payee constituting (or that would constitute, to the extent Holdings were subject to Section 6.04) an Investment permitted under Section 6.04 and the making of any Investment (i) in the Borrower or any Subsidiary and (ii) in any IPO Shell Company; (d) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity and the Borrowers or Borrower, their respective Subsidiaries and any of their Subsidiaries, IPO Shell Company; (ivi) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, any documentation governing any the ABL Loan Documents and the Notes Documents, (ii) Guarantees (including of other Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, of the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Borrower and the other agreements contemplated hereby and therebyGroup Members) not prohibited under this Agreement, (viii) financing activities, including Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the other Group Members and (iv) the grant of Liens in respect of the foregoing; (f) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale not prohibited by this Agreement(including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Qualified Equity Interests), including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, thereto; (vii) 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 cash, Cash Equivalents and other assets received from, 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 6.04by, the incurrence Borrower, any Subsidiary and any IPO Shell Company or contributions to the capital of, or proceeds from the issuance of, Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 the Parent Entities and (ii) the payment of dividends or making of (distributions, making of loans and activities as necessary contributions to consummate) any Investment the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments expressly permitted to be made by it Holdings under Section 6.04), this Agreement or structured through Holdings and promptly contributed to a Subsidiary thereof in a manner not prohibited by this Agreement; (viih) incurring fees, costs and expenses relating to overhead and general operating expenses including professional fees for legal, tax and accounting issues and paying taxes, ; (viiii) providing indemnification to officers and directors expense reimbursement for its Company Persons; (j) performing its obligations under the Acquisition Agreement and as the other documents and agreements related thereto or contemplated thereby and performing its obligations under any document, agreement and/or Investment contemplated by the Transactions or that would not otherwise permitted in Section 6.09, be prohibited by this Agreement if Holdings was a Group Member; (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xik) activities reasonably incidental to the consummation of (i) an IPO, including the IPO Reorganization Transactions and payment of Public Company Costs, (xiiii) a Permitted Reorganization or (iii) a Tax Restructuring; (l) activities incidental to the businesses or activities described in clauses the foregoing clauses; and (im) to (xi) of this paragraphany Holdings Reorganization.

Holdings Covenant. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Borrower; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the ABL Facility, the Term Facility, other Indebtedness permitted by this Agreement, the Merger Agreement and the other agreements contemplated by the Merger Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 6.06; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of the Borrower and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (ix13) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, LLC Conversion or any other Transactions on the Closing Date; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings covenants and any Intermediate agrees with each Lender that, so long as this Agreement shall remain in effect: (a) Holdings will shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Equity Interests of any Intermediate HoldingsBorrower, Holdings, any IPO Shell Company including payment of dividends and any wholly-owned subsidiary other amounts in respect of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, its Equity Interests; (ii) the maintenance of its legal existence, 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 respect to (x) the Loan Documents, the Term Loan Documents, the documents relating to the Senior Unsecured Notes, any documentation governing any other Indebtedness or Guarantee permitted to be incurred pursuant to Section 6.01 and any refinancing of the foregoing, and (y) any management agreement entered into with a Sponsor or made a Sponsor Affiliate, which management agreement has terms reasonably consistent with the terms of similar agreements entered into by it under Article VI, financial sponsors and portfolio companies at the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, time such management agreement is entered into; (viv) financing activities, including any public offering of its common stock or any other issuance or registration sale of its Equity Interests for sale and related activities to becoming and maintaining any requirements as a public reporting company or resale registrant with the SEC or any other securities regulatory authorities; (v) the issuance of securities, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and the other Restricted Subsidiaries to the extent not prohibited by under 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) making (x) payments or Restricted Payments to the extent otherwise permitted under this Article VIA and (y) Restricted Payments with any transaction that Holdings or any Intermediate Holdings is amounts received pursuant to transactions permitted to enter into or consummate under Article VI under, and for the purposes contemplated by, Section 6.06; (includingvii) participating in tax, but not limited toaccounting and other administrative matters (x) as a member of the Borrower, the making (y) as a member of any Restricted Payment permitted by Section 6.08 unitary, combined or similar group including Holdings and the Borrower, or (z) with respect to its own business and activities; (viii) holding of any cash or Permitted Investments property (but not operate any property) received in connection with permitted Restricted Payments made in accordance with Section 6.08 pending application thereof in of the manner contemplated by Section 6.04, proceeds thereof; (ix) the incurrence entry into and performance of its obligations with respect to contracts and other arrangements directly related to any Indebtedness other activity permitted to be incurred by it under Section 6.01 this clause (a) 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 officers, managers, directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, employees; (x) activities incidental to the consummation of the Transactions, making Investments in assets that are cash or cash equivalents; 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) above. (b) Holdings may merge, amalgamate or consolidate with or into any other person; provided that (i) such person is organized under the laws of the United States or any state or other political subdivision thereof (including any territory or the District of Columbia) and (ii) such person upon the consummation of such merger, consolidation or amalgamation becomes a party to this paragraphagreement and assumes the obligations of Holdings hereunder and from and after such time such person shall be deemed to be Holdings for all purposes hereunder.

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 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 and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Borrower; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the ABL Credit Agreement, the Tranche B Term Loan Facility, the Second Lien Credit Facility and other Indebtedness permitted by this Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 6.06; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of the Borrower and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (ix13) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunderthe Distribution, (x) activities incidental to the consummation of the Transactions, other Transactions on the Closing Date and any Permitted Change of Control; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Notwithstanding anything to the contrary herein, Holdings will not incur any Indebtedness or Liens or engage in any activities or consummate any transactions (including, without limitation, any Restricted Payments, Investments or Dispositions), will not hold any cash, cash equivalents or other material assets (other than as expressly permitted by this Section 6.20), and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations operations, in each case, other than than: (i) the ownership and/or acquisition of the Equity Interests of any Intermediate the Borrower and International 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 performance of obligations under and compliance with (A) the Holdings Series A Preferred Equity Documents (as in effect on the Forbearance Effective Date), (B) the Holdings Series B Preferred Equity Documents (as in effect on the Forbearance Effective Date or as modified thereafter in a Manner Not Adverse), the Exchange Agreement (as in effect on the Forbearance Effective Date or as modified thereafter in a Manner Not Adverse), Holdings’ Organizational Documents, or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Restricted Subsidiaries; (iii) participating in tax, accounting accounting, cash management, cash pooling, transfer pricing, cost-sharing arrangements, insurance, payroll and other administrative matters as a member of the consolidated group of related to Holdings and the Borrowers or any of their its Subsidiaries, ; (iv) the entry into, and exercise of rights and 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 pursuant to Section 6.01 6.01(a)(xxii) and the making of (and activities as necessary to consummate) any Investment Indebtedness permitted to be made incurred pursuant to Section 6.01(a)(xxiii) (including the conversion of the Senior Secured Convertible Notes into Equity Interests pursuant to the terms thereof); (v) the issuance of the Holdings Series B Preferred Equity Interests in accordance with the Holdings Series B Preferred Equity Documents (as in effect on the Forbearance Effective Date or as modified thereafter in a Manner Not Adverse) and the issuance of the common Equity Interests of Holdings; (vi) holding of any cash, cash equivalents, Permitted Investments and other assets received from the Borrower or any Restricted Subsidiary, in each case, pending prompt investment or application thereof in a manner permitted by it under Section 6.04), the terms of this Agreement; (vii) incurring fees, costs and expenses relating to overhead and general operating operating, including professional fees for legal, tax and accounting issues and paying taxes, maintaining insurance coverage for itself and its Subsidiaries, the entry into, and exercise of rights and performance of its obligations under and in connection with any leases, providing indemnification for, and ability to make ordinary course payments to, its current and former officers, directors, members of management, managers, employees and advisors or consultants; (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 TransactionsTransactions on the Effective Date; (ix) the payment of its Taxes or Taxes of the Borrower, International Holdings, any other Subsidiary of the Borrower or International Holdings or any group that includes Holdings, the Borrower, International Holdings or any other Subsidiary of Holdings and that files Taxes on a consolidated, combined, affiliated, unitary or similar basis, in each case attributable to the taxable income of Holdings and its Subsidiaries, and computed at the highest applicable combined federal, state, and local marginal tax rate; provided that payments pursuant to this clause (ix) shall not exceed the amount of Taxes that Holdings would have paid if Holdings and its Subsidiaries were a stand-alone taxpayer or stand-alone tax group; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (x) the payment of (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Holdings attributable to the ownership or operations of the Borrower, International Holdings and the Restricted Subsidiaries, and (3) franchise and similar Taxes, and other fees and expenses required to maintain its organizational existence; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (xi) the making of Restricted Payments permitted to be made pursuant to Sections 6.08(a)(iii), (iv), (xi) activities reasonably incidental to the consummation of an IPO), including the IPO Reorganization Transactions and (xiv); (xii) the making of Investments permitted to be made by Holdings pursuant to Section 6.04(c); (xiii) the incurrence of Indebtedness permitted to be incurred by Holdings pursuant to Section 6.01(a)(iv), Section 6.01(a)(xiv), Section 6.01(a)(xv)(y) and Section 6.01(a)(xxii); and (xiv) activities incidental to the businesses or activities described in clauses (i) the foregoing clauses, including holding cash and cash equivalents to (xi) of effectuate the foregoing, which cash and cash equivalents shall promptly be used in a manner expressly permitted by this paragraphAgreement.

Holdings Covenant. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Borrower; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the ABL Credit Agreement, the Term Facility, the New Senior Notes and other Indebtedness permitted by this Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 6.06; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of the Borrower and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (ix13) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, Transactions on the Closing Date and any Permitted Change of Control; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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 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, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through any Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Subsidiaries; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the Revolving Facility, the Term Loan Documents, and other Indebtedness permitted by this Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 6.06; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of any Borrower and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by any Borrower, but excluding the manner contemplated by Section 6.04, the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of Person other than any Borrower); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (ix13) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, Transactions on the Closing Date; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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 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 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. 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. Holdings and any Intermediate Notwithstanding anything contained herein to the contrary, Holdings will not conduct, transact or otherwise engage in any active business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its ownership and/or acquisition of the Equity Interests of the Borrower (and for the avoidance of doubt, Holdings will not directly hold any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary Equity Interests other than the Equity Interests of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, Company); (iib) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (c) the performance of its obligations with respect to the Facility, other Indebtedness permitted by this Agreement (iiibut not, for the avoidance of doubt, Indebtedness for borrowed money except to the extent permitted by clauses (f) and (h) below or owed to the Borrower or any Subsidiary), the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement; (d) any offering of its common stock or any other issuance of its Equity Interests; (e) the making of Investments or Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividend or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 7.06; (f) the incurrence of Permitted Holdings Debt and the HAC Loan; (g) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (h) guaranteeing the obligations of the Borrower and its Subsidiaries; (i) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (ivj) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viiik) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, directors; (ixl) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, the making of Investments consisting of Cash Equivalents; (xm) activities incidental to the consummation of the Transactions, ; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiin) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings and any Intermediate Notwithstanding anything contained herein to the contrary, Holdings will not conduct, transact or otherwise engage in any active business or operations other than through the Lead Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its ownership and/or acquisition of the Equity Interests of the Lead Borrower (and for the avoidance of doubt, Holdings will not directly hold any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary Equity Interests other than the Equity Interests of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, Lead Borrower); (iib) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (c) the performance of its obligations with respect to the Facilities, other Indebtedness permitted by this Agreement (iiibut not, for the avoidance of doubt, Indebtedness for borrowed money except to the extent permitted by clauses (f) and (h) below or owed to any Borrower or any Subsidiary), the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement; (d) any offering of its common stock or any other issuance of its Equity Interests; (e) the making of Investments or Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unless such cash has been dividend or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 7.06; (f) the incurrence of Permitted Holdings Debt and the HAC Loan; (g) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (h) guaranteeing the obligations of each Borrower and its Subsidiaries; (i) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (ivj) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrowers, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Lead Borrower); (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, (viiik) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, directors; (ixl) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, the making of Investments consisting of Cash Equivalents; (xm) activities incidental to the consummation of the Transactions, ; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiin) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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. 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. 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 Transactionsforegoing activities. (b) Solely in the case of Holdings, (xi) activities reasonably incidental create, incur, assume or permit to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses exist any Indebtedness or activities described in clauses other liabilities except (i) Indebtedness created under the Loan Documents, or any guarantees of other Indebtedness of the Borrower and the Subsidiary Guarantors that is not prohibited hereunder and (ii) liabilities imposed by law, including Tax liabilities, and other liabilities incidental to its existence and permitted business and activities (xiincluding the guarantee of obligations the Borrower and/or any of their Subsidiaries in the ordinary course). (c) Solely in the case of this paragraphHoldings, create, incur, assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted under Section 6.2) on any of the Equity Interests issued by the Borrower to Holdings.

Holdings Covenant. Holdings will not incur any Indebtedness or Liens or engage in any material activities or consummate any material transactions (including, without limitation, any Investments (unless any such Investment will be concurrently contributed by Holdings to the Borrower or a Loan Party) or Dispositions) and any Intermediate Holdings will not conduct, transact or otherwise engage in any material business or operations material operations, in each case, other than than: (ia) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsthe Borrower, Holdings, any IPO Shell Company including payment of dividends and any wholly-owned subsidiary other amounts in respect of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOits Equity Interests, (iib) the performance of obligations under and compliance with its Organizational Documents, or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, 202 #97964454v4 #97964454v11 decree or permit, including without limitation as a result of or in connection with the activities of the Restricted Subsidiaries, (iiic) repurchases of Indebtedness to the extent permitted hereunder, the making of any loan to any officers or directors constituting an Investment permitted under Section 6.04,, or the making of any Investment in the Borrower or any Restricted Subsidiary that is a Guarantor or, to the extent otherwise not prohibited under Section 6.04, a Subsidiary thereof, in each case, that are otherwise specifically permitted or expressly contemplated hereunder; (d) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity and the Borrowers Borrower or any of their Subsidiaries, (ive) the entry into, and exercise of its rights and performance of its obligations under and in connection with the Loan Documents, and any documentation governing any other Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, of the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Borrower and the other agreements contemplated hereby and therebyRestricted Subsidiaries permitted under Section 6.01, (vf) financing activities, including any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale not prohibited by this Agreement(including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Qualified Equity Interests), including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuancethereto, (vig) 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 i1) holding of any cash cash, Cash Equivalents and other assets received from, or Permitted Investments received made by, the Borrower or any Restricted Subsidiary or contributions to the capital of, or proceeds from the issuance of, Equity Interests of the Parent Entities, in connection with Restricted Payments made in accordance with Section 6.08 each case, pending prompt application thereof in a manner permitted by the manner contemplated terms of this Agreement (including by Section 6.04, way of Restricted Payments to any Parent Entity) and (ii2) the incurrence payment of any Indebtedness permitted to be incurred by it under Section 6.01 and the dividends or making of distributions, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries (other than Indebtedness) and activities as necessary to consummate) any Investment making Investments expressly permitted to be made by it Holdings under Section 6.04)this Agreement, (viih) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viiii) providing indemnification to officers for its current and directors former officers, directors, members of management, managers, employees and as otherwise permitted in Section 6.09advisors or consultants, (ixj) activities as necessary to consummate performing of its obligations under the Merger Agreement and Permitted Acquisition the other documents and agreement related thereto, Investments contemplated by the Transactions and transactions that are otherwise specifically permitted or any other Investment permitted hereunderexpressly contemplated hereunder,[Reserved], (xk) activities incidental to the consummation of the Transactions[rReserved], (xil) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and payment of Public Company Costs,[Reserved], (xiim) [rReserved], (n) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.the foregoing clauses, and

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. If the Borrower shall at any time cease to the Relevant Parent for purposes of this Agreement, it shall, within thirty (30) days of such event, cause the Parent of which the Borrower is a direct Subsidiary (such Parent, “Holdings”) to undertake the following: (i) deliver to the Administrative Agent a duly executed guarantee (the “Holdings Guarantee”) substantially in the form of the Guaranties or otherwise in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Obligations hereunder; (ii) deliver to the Administrative Agent a duly executed pledge agreement (the “Holdings Pledge Agreement”) substantially similar to the Pledge Agreement or otherwise in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which it shall pledge the Equity Interests in the Borrower held by it; (iii) deliver to the Collateral Agent any Intermediate and all certificates representing Equity Interests in the Borrower held by it, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (iv) cause Holdings will not to conduct, transact or otherwise engage in any business or operations other than the following (iand activities incidental thereto): (I) the its ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO such investments and assets to become the entity which consummates an IPOextent incidental thereto, (iiII) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiIII) the performance of its obligations with respect to the Loan Documents, (IV) any public offering of its common stock or any other issuance of its Equity Interests or any transaction permitted under Section7.09, (e) 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, (ivg) 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 property received in connection with Restricted Payments made by any Borrower in accordance with Section 6.08 7.09 pending application thereof in the manner contemplated by Section 6.04Holdings, 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 as otherwise permitted in Section 6.09directors; and (v) deliver to the Administrative Agent, (ix1) activities a copy of its Organization Documents, including all amendments thereto, certified, if applicable, as necessary of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to consummate the good standing or comparable certificate under applicable Laws (where relevant) as of a recent date from the date of formation or acquisition, from such Secretary of State, similar Governmental Authority or other competent authority, (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director dated the date of entry into the documents specified herein and Permitted Acquisition certifying (where relevant) (A) that attached thereto is a true and complete copy of its Organization Documents as in effect on such date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by its board of directors (or any other Investment permitted equivalent governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (xC) activities incidental that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on its behalf and countersigned by another officer as to the consummation incumbency and specimen signature of the TransactionsSecretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization and (3) if reasonably requested by the Administrative Agent, (xi) activities reasonably incidental an opinion of counsel as to the consummation of an IPO, including the IPO Reorganization Transactions matters set forth in this Section 6.14(d) in form and (xii) activities incidental substance reasonably satisfactory to the businesses or activities described in clauses (i) to (xi) of this paragraphAdministrative Agent.

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 (including any Permitted Refinancing Indebtedness in respect thereof), 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 each foregoing clause of this Section 9.17 or customary for passive holding companies. (b) Holdings will not create, incur, assume or suffer to exist any Lien upon any Equity Interests of the Borrower, whether now owned or hereafter acquired, other than nonconsensual Liens of a type permitted by Section 10.2 or Liens of a type permitted by Section 10.2(a), (e) (solely to the extent relating to Liens incurred under clause (a)) or (u) (solely to the extent relating to Indebtedness permitted by Section 10.1(p)) and (z). (c) Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge, amalgamate or consolidate with any other Person; provided that (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), (A) the Successor Holdings 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, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (xiC) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this paragraphAgreement or any Security Document comply with this Agreement and (D) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.

Holdings Covenant. Holdings covenants and any Intermediate Holdings agrees that on the Closing Date and thereafter, until Payment in Full that: (a) it will not conductcreate, transact incur, assume or otherwise suffer to exist any Indebtedness of the type described in clauses (a) and (b) of the definition thereof, nor any Lien upon any Equity Interest of the Borrower, whether now owned or hereafter acquired other than Liens securing the Secured Obligations; (b) it will not guarantee any debt for borrowed money of another Person, unless Holdings contemporaneously provides an equal and ratable guarantee of the Secured Obligations hereunder; (c) it will not engage at any time in any business or operations business activity other than (i) the ownership and/or acquisition of the Equity Interests in the Borrower and other subsidiaries 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 performance of its legal existenceobligations under and in connection with the Loan Documents, (iii) issuing, selling and redeeming its Equity Interests, (iv) paying Taxes, (v) holdings 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 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 issuanceParties, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited preparing reports to, the and preparing and making notices to and filings with, Governmental Authorities and to its holder 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)Equity Interests, (vii) incurring feesreceiving, costs and expenses relating holdings proceeds of, Restricted Payments from the Borrower and the Subsidiaries and distributing proceeds thereof, to overhead the extent not prohibited by Section 9.04 and general operating including professional fees for legal, tax and accounting issues and paying taxesSection 9.15, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors, (ix) activities permitted hereunder or as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunderotherwise required by Governmental Requirements, (x) maintaining customary insurance policies for the benefit of itself and its Subsidiaries and (xi) 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 of this subclause (c) of Article IX-A; and ​ ​ (d) it shall, and shall cause its Subsidiaries to, (i) maintain all deposit and other banking accounts separate from those of itself or any of its Affiliates and not commingle its funds or other assets with those of itself or any of its Subsidiaries (other than the Borrower and its Subsidiaries); (ii) maintain in all material respects corporate records and books of account separate from those of itself or any of its Affiliates and that separately identify its respective assets, liabilities and financial affairs; (iii) act solely in its name and through its duly authorized officers, managers, representatives or agents in the conduct of its business; and (iv) provide that its Board of Directors will hold all appropriate meetings to (xi) authorize and approve such entity’s actions, which meetings will be separate from those of this paragraphother entities.

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. (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 each foregoing clause of this Section 9.17 or customary for passive holding companies. (b) Holdings will not create, incur, assume or suffer to exist any Lien upon any Equity Interests of the Borrower, whether now owned or hereafter acquired, other than nonconsensual Liens of a type permitted by Section 10.2 or Liens of a type permitted by Section 10.2(a), (e) (solely to the extent relating to Liens incurred under clause (a)) or (u) (solely to the extent relating to Indebtedness permitted by Section 10.1(p)) and (z). (c) Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge, amalgamate or consolidate with any other Person; provided that (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), (A) the Successor Holdings 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, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (xiC) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this paragraphAgreement or any Security Document comply with this Agreement and (D) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.

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 will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the BorrowerBorrowers and itstheir Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Lead Borrower; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the ABL Facility, the Term Facility,Facilities, and other Indebtedness permitted by this Agreement, the Merger Agreement and the other agreements contemplated by the Merger Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the BorrowerBorrowers or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of the BorrowerBorrowers and itstheir Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04BorrowerBorrowers, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of BorrowerBorrowers); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactionsextent not made for speculative purposes, Investment Grade Securities; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii13) activities incidental to the businesses or, activities or activities operations described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings will not incur any Indebtedness or Liens or engage in any material business activities or consummate any material transactions and any Intermediate Holdings will not conduct, transact or otherwise engage in any material business or operations material operations, in each case, other than than: (a) (i) the ownership and/or acquisition of the Equity Interests of the Lead Borrower (and indirectly any Intermediate Holdings, Holdings, subsidiary or Joint Venture thereof or other indirect Equity Interests) and any IPO Shell Company (or any general partner of the Lead Borrower or 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 making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, its Equity Interests; (b) the performance of obligations under and compliance with its Organizational Documents or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Lead Borrower, its Subsidiaries and any IPO Shell Company; (iiic) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans (as defined in the First Lien Credit Agreement), to the extent permitted hereunder), the making of any loan to any Permitted Payee constituting (or that would constitute, to the extent Holdings were subject to Section 6.04) an Investment permitted under Section 6.04 and the making of any Investment (i) in the Lead Borrower or any Subsidiary and (ii) in any IPO Shell Company; (d) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity and the Borrowers or Lead Borrower, their respective Subsidiaries and any of their Subsidiaries, IPO Shell Company; (ivi) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, any documentation governing any the First Lien Loan Documents and the Notes Documents, (ii) Guarantees (including of other Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, of the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Lead Borrower and the other agreements contemplated hereby and therebyGroup Members) not prohibited under this Agreement, (viii) financing activities, including Guarantees of obligations (other than Indebtedness for borrowed money) of the Lead Borrower and the other Group Members and (iv) the grant of Liens in respect of the foregoing; (f) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale not prohibited by this Agreement(including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Qualified Equity Interests), including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, thereto; (vii) 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 cash, Cash Equivalents and other assets received from, 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 6.04by, the incurrence Lead Borrower, any Subsidiary and any IPO Shell Company or contributions to the capital of, or proceeds from the issuance of, Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 the Parent Entities and (ii) the payment of dividends or making of (distributions, making of loans and activities as necessary contributions to consummate) any Investment the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments expressly permitted to be made by it Holdings under Section 6.04), this Agreement or structured through Holdings and promptly contributed to a Subsidiary thereof in a manner not prohibited by this Agreement; (viih) incurring fees, costs and expenses relating to overhead and general operating expenses including professional fees for legal, tax and accounting issues and paying taxes, ; (viiii) providing indemnification to officers and directors expense reimbursement for its Company Persons; (j) performing its obligations under the Acquisition Agreement and as the other documents and agreements related thereto or contemplated thereby and performing its obligations under any document, agreement and/or Investment contemplated by the Transactions or that would not otherwise permitted in Section 6.09, be prohibited by this Agreement if Holdings was a Group Member; (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xik) activities reasonably incidental to the consummation of (i) an IPO, including the IPO Reorganization Transactions and payment of Public Company Costs, (xiiii) a Permitted Reorganization or (iii) a Tax Restructuring; (l) activities incidental to the businesses or activities described in clauses the foregoing clauses; and (im) to (xi) of this paragraphany Holdings Reorganization.

Holdings Covenant. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrowers and their Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its 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, Borrower; (iib) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (c) the performance of its obligations with respect to the Term Loan Facility, the New Senior Notes and other Indebtedness permitted by this Agreement; (iiid) any offering of its common stock or any other issuance of its Equity Interests; (e) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 7.06; (f) the incurrence of Permitted Holdings Debt; (g) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (h) guaranteeing the obligations of the Borrowers and its Subsidiaries; (i) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (ivj) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by any Borrower, but excluding the manner contemplated by Section 6.04, the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of Person other than a Borrower); (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, (viiik) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (l) the making of Investments consisting of Cash Equivalents or, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactionsextent not made for speculative purposes, Investment Grade Securities; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiim) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings and any Intermediate Holdings will not not, so long as this Agreement is in effect and until the Termination Date, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Company and its Subsidiaries . The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell the Company and any wholly-owned subsidiary its other Subsidiaries as of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, Closing Date; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (i) the performance of its obligations with respect to the Revolving Facility and any other Indebtedness (including Section 6.01(2)) permitted by this Agreement, (ii) the incurrence, issuance or guarantee of unsecured Ratio Debt and secured Indebtedness pursuant to Section 6.01(3) (including the granting of Liens in respect thereof) and (iii) the incurrence, issuance or guarantee of any other Indebtedness permitted under Section 6.01 (other than Section 6.01(18)); (4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Company or any Subsidiary unless such cash has been dividended, distributed, loaned or otherwise contributed to Holdings in a manner not prohibited by the terms of this Agreement. (6) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (7) guaranteeing the obligations of the Company and its Subsidiaries; (8) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv9) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Company, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Company); (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, (viii10) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, directors; (ix11) activities as necessary to consummate and Permitted Acquisition or any other Investment the making of Investments permitted hereunder, including Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (x12) activities incidental to the consummation of the TransactionsTransactions on the Closing Date; (13) the entering into of employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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 covenants and any Intermediate agrees with each Lender that, so long as this Agreement shall remain in effect: (a) Holdings will shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Equity Interests of any Intermediate HoldingsBorrower, Holdings, any IPO Shell Company including payment of dividends and any wholly-owned subsidiary other amounts in respect of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, its Equity Interests,; (ii) the maintenance of its legal existence, 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 respect to (x) the Loan Documents, the Term Loan Documents, the documents relating to the Senior Unsecured Notes and any documentation governing relating to any incremental facilities or, any other Indebtedness or Guarantee permitted to be incurred pursuant to Section 6.01 and any refinancing of the foregoing, and (y) any management agreement entered into with a Sponsor or made a Sponsor Affiliate, which management agreement has terms reasonably consistent with the terms of similar agreements entered into by it under Article VI, financial sponsors and portfolio companies at the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, time such management agreement is entered into,; (viv) financing activities, including any public offering of its common stock or any other issuance or registration sale of its Equity Interests for sale and related activities to becoming and maintaining any requirements as a public reporting company or resale registrant with the SEC or any other securities regulatory authorities,; (v) the issuance of securities, payment of dividends, making contributions to the capital of the Borrowerits Subsidiaries and guaranteeing the obligations of the Borrower and the other Restricted Subsidiaries to the extent not prohibited by under 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); (vi) making (x) payments or Restricted Payments to the extent otherwise permitted under this Article VIA and (y) Restricted Payments with any transaction that Holdings or any Intermediate Holdings is amounts received pursuant to transactions permitted to enter into or consummate under Article VI under, and for the purposes contemplated by, Section 6.06; (includingvii) participating in tax, but not limited toaccounting and other administrative matters (x) as a member of the Borrower, the making (y) as a member of any Restricted Payment permitted by Section 6.08 unitary, combined or similar group including Holdings and the Borrower, or (z) with respect to its own business and activities,; (viii) holding of any cash or Permitted Investments property (but not operate any property) received in connection with permitted Restricted Payments made in accordance with Section 6.08 pending application thereof in of the manner contemplated by Section 6.04, proceeds thereof; and (viii)(ix) the incurrence entry into and performance of its obligations with respect to contracts and other arrangements directly related to any Indebtedness other activity permitted to be incurred by it under Section 6.01 this clause (a) 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, managers, directors. 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.employees;

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.

Holdings Covenant. Holdings and any Intermediate Holdings will not not, so long as this Agreement is in effect and until the Termination Date, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and any wholly-owned subsidiary its other Subsidiaries as of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, Closing Date; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) (i) the performance of its obligations with respect to the Term Facility and any other Indebtedness (including Section 6.01(2)) permitted by this Agreement, (ii) the incurrence, issuance or guarantee of unsecured Ratio Debt and (iii) the incurrence, issuance or guarantee of any other Indebtedness permitted under Section 6.01 (other than Section 6.01(18)); (4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that, Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended, distributed, loaned or otherwise contributed to Holdings in a manner not prohibited by the terms of this Agreement. (6) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (7) guaranteeing the obligations of the Borrower and its Subsidiaries; (8) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv9) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viii10) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, directors; (ix11) activities as necessary to consummate and Permitted Acquisition or any other Investment the making of Investments permitted hereunder, including Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (x12) activities incidental to the consummation of the TransactionsTransactions on the Closing Date; (13) the entering into of employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii14) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrowers and their Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its 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) Borrower; the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance);the performance of its obligations with respect to the Term Loan Facility, (iii) the New Senior Notes and other Indebtedness permitted by this Agreement; any offering of its common stock or any other issuance of its Equity Interests; the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 7.06; the incurrence of Permitted Holdings Debt; making contributions to the capital or acquiring Equity Interests of its Subsidiaries; guaranteeing the obligations of the Borrowers and its Subsidiaries; participating in tax, accounting and other administrative matters as a member or parent 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 group; holding of any cash or Permitted Investments property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by any Borrower, but excluding the manner contemplated by Section 6.04, the incurrence Equity Interests 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 Person other than a Borrower);providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; the making of Investments consisting of Cash Equivalents or, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactionsextent not made for speculative purposes, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions Investment Grade Securities; and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings covenants and any Intermediate agrees with each Lender that, so long as this Agreement shall remain in effect: (a) Holdings will shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Equity Interests of any Intermediate Holdingsthe Borrower, Holdings, any IPO Shell Company including payment of dividends and any wholly-owned subsidiary other amounts in respect of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOits Equity Interests, (ii) the maintenance of its legal existence, 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 respect to the Loan Documents, the ABL Loan Documents, the documents relating to the Senior Unsecured Notes, Qualified Holding Company Debt and any documentation governing relating to any Indebtedness incremental facilities or Guarantee permitted to be incurred refinancing of the foregoing and any management agreement entered into with a Sponsor or made a Sponsor Affiliate, which management agreement has terms reasonably consistent with the terms of similar agreements entered into by it under Article VI, financial sponsors and portfolio companies at the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebytime such management agreement is entered into, (viv) financing activities, including any public offering of its common stock or any other issuance or registration sale of its Equity Interests for sale and related activities to becoming and maintaining any requirements as a public reporting company or resale registrant with the SEC or any other securities regulatory authorities, (v) the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower and the other Restricted Subsidiaries to the extent not prohibited by under 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 participating in tax, accounting and other administrative matters (includingx) as a member of the Borrower, but not limited to, the making (y) as a member of any Restricted Payment permitted by Section 6.08 unitary, combined or similar group including Holdings and the Borrower, or (z) with respect to its own business and activities, (vii) holding of any cash or Permitted Investments property (but not operate any property) received in connection with permitted Restricted Payments made in accordance with Section 6.08 pending application of the proceeds 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 6.09directors. (b) Holdings may merge, (ix) activities as necessary to consummate and Permitted Acquisition amalgamate or consolidate with or into any other Investment permitted hereunder, person; provided that (i) (x) activities incidental to such person is organized under the laws of the United States or any state or other political subdivision thereof (including any territory or the District of Columbia) and (y) such person upon the consummation of such merger, consolidation or amalgamation becomes a party to this agreement and assumes the Transactionsobligations of Holdings hereunder and from and after such time such person shall be deemed to be Holdings for all purposes hereunder or (ii) following such merger, (xi) activities reasonably incidental to amalgamation or consolidation, Holdings shall be 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 paragraphsurviving entity.

Holdings Covenant. Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries . The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and any wholly-owned subsidiary its other Subsidiaries as of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, Closing Date; (iib) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (c) (i) the performance of its obligations with respect to this Agreement and any other Indebtedness (including Section 10.1(ii)) permitted by this Agreement, (ii) the incurrence, issuance or guarantee of unsecured Ratio Debt and secured Indebtedness pursuant to Section 10.1(iii) (including the granting of Liens in respect thereof) and (iii) the incurrence, issuance or guarantee of any other Indebtedness permitted under Section 10.1 (other than Section 10.1(xviii)); (d) any offering of its common stock or any other issuance of its Equity Interests; (e) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended, distributed, loaned or otherwise contributed to Holdings in a manner not prohibited by the terms of this Agreement. (f) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (g) guaranteeing the obligations of the Borrower and its Subsidiaries; (h) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (ivi) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viiij) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, directors; (ixk) activities as necessary to consummate and Permitted Acquisition or any other Investment the making of Investments permitted hereunder, including Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (xl) activities incidental to the consummation of the TransactionsTransactions on the Closing Date; (m) the entering into of employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiin) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Notwithstanding anything to the contrary herein, Holdings will not incur any Indebtedness or Liens or engage in any activities or consummate any transactions (including, without limitation, any Investments (unless any such Investment will be concurrently contributed by Holdings to the Borrower or a Loan Party) or Dispositions) and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations operations, in each case, other than than: (ia) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company the Borrower and any wholly-owned subsidiary Restricted Subsidiaries and payment of Holdings formed dividends and other amounts in contemplation respect of an IPO to become Holding’s Equity Interests, (b) the entity which consummates an IPOperformance of obligations under and compliance with its Organizational Documents, or other Requirement of Law (ii) including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Restricted Subsidiaries, (iiic) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder), the making of any loan to any officers or directors constituting an Investment permitted under Section 6.04, the making of any Investment in the Borrower or any Restricted Subsidiary that is a Guarantor or, to the extent otherwise allowed under Section 6.04, a Restricted Subsidiary that is not a Xxxxxxxxx, (x) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity and the Borrowers Borrower or any of their Subsidiaries, , (ive) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, the ABL Documents and any documentation governing any Guarantee of Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, of the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Borrower and the other agreements contemplated hereby and thereby, Subsidiary Loan Parties permitted hereunder, (vf) financing activities, including any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale not prohibited by this Agreement(including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Qualified Equity Interests), including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, thereto, (vi1) 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 cash, Cash Equivalents and other assets received from, or Permitted Investments received made by, the Borrower or any Restricted Subsidiary or contributions to the capital of, or proceeds from the issuance of, Equity Interests of the Parent Entities, in connection with Restricted Payments made in accordance with Section 6.08 each case, pending prompt application thereof in a manner permitted by the manner contemplated terms of this Agreement (including by Section 6.04, way of Restricted Payments to any Parent Entity) and (2) the incurrence payment of any Indebtedness permitted to be incurred by it under Section 6.01 and the dividends or making of distributions, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04other than Indebtedness), , (viih) incurring fees, costs and expenses relating to overhead and general operating expenses including professional fees for legal, tax and accounting issues issues, and paying taxes, , (viiii) providing indemnification to officers for its current and directors former officers, directors, members of management, managers, employees and as otherwise permitted in Section 6.09, advisors or consultants, (ixj) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, payment of Public Company Costs, (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 (xiik) activities incidental to the businesses or activities described in clauses the foregoing clauses, (il) incurring any Qualified Holding Company Debt, and (m) Holdings may merge, amalgamate or consolidate with any other Person to (xi) of this paragraphthe extent permitted by Section 6.03(e).

Holdings Covenant. (a) Prior to the satisfaction of the Assumption Conditions, Holdings and any Intermediate Holdings will not conduct, transact or otherwise may engage solely in any business or operations other than the following activities: (i) acting as a holding company and transactions incidental thereto, (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) receiving and distributing the dividends, distributions and payments permitted to be made to Holdings pursuant to Section 7.06, (iv) entering into engagement letters and similar type contracts and agreements with attorneys, accountants and other professionals, (v) owning the Equity Interests of any Intermediate HoldingsBorrower, Holdings, any IPO Shell Company and any wholly-owned subsidiary provided that Holdings may own the Equity Interests of New Holdings formed in contemplation of an IPO prior 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 consummation 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 Merger 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 issuing Equity Interests as 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)hereunder, (vii) incurring feesengaging in activities necessary or incidental to any director, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxesofficer and/or employee option incentive plan at Holdings, (viii) providing indemnification guarantees for the benefit of Borrower to officers and directors and as the extent Borrower is otherwise permitted in Section 6.09, to enter into the transaction under this Agreement (including guaranties of lease obligations) and (ix) activities holding deposits in Deposit Accounts in connection with consummating any of the foregoing transactions. (b) From and after the satisfaction of the Assumption Conditions, New Holdings may engage solely in the following activities: (i) acting as necessary a holding company and transactions incidental thereto, (ii) entering into the Loan Documents and the transactions required herein or permitted herein to consummate be performed by Holdings, (iii) receiving and Permitted Acquisition or any distributing the dividends, distributions and payments permitted to be made to Holdings pursuant to Section 7.06, (iv) entering into engagement letters and similar type contracts and agreements with attorneys, accountants and other Investment professionals, (v) owning the Equity Interests of Borrower, (vi) issuing Equity Interests as permitted hereunder, (xvii) engaging in activities necessary or incidental to any director, officer and/or employee option incentive plan at Holdings, (viii) providing guarantees for the consummation benefit of Borrower to the extent Borrower is otherwise permitted to enter into the transaction under this Agreement (including guaranties of lease obligations) and (ix) holding deposits in Deposit Accounts in connection with consummating 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 transactions.

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 the Borrower and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOdirect or indirect parent thereof, (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 6.095.18, (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 (xiixi) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

Holdings Covenant. Holdings will not incur any Indebtedness or Liens or engage in any material business activities or consummate any material transactions and any Intermediate Holdings will not conduct, transact or otherwise engage in any material business or operations material operations, in each case, other than than: (a) (i) the ownership and/or acquisition of the Equity Interests of the Lead Borrower (and indirectly any Intermediate Holdings, Holdings, subsidiary or Joint Venture thereof or other indirect Equity Interests) and any IPO Shell Company (or any general partner of the Lead Borrower or 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 making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, its Equity Interests; (b) the performance of obligations under and compliance with its Organizational Documents or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Lead Borrower, its Subsidiaries and any IPO Shell Company; (iiic) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans (as defined in the First Lien Credit Agreement), to the extent permitted hereunder), the making of any loan to any Permitted Payee constituting (or that would constitute, to the extent Holdings were subject to Section 6.04) an Investment permitted under Section 6.04 and the making of any Investment (i) in the Lead Borrower or any Subsidiary and (ii) in any IPO Shell Company; (d) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings related to any Parent Entity and the Borrowers or Lead Borrower, their respective Subsidiaries and any of their Subsidiaries, IPO Shell Company; (ivi) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, any documentation governing any the First Lien Loan Documents and the Notes Documents, (ii) Guarantees (including of other Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, of the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement Lead Borrower and the other agreements contemplated hereby and therebyGroup Members) not prohibited under this Agreement, (viii) financing activities, including Guarantees of obligations (other than Indebtedness for borrowed money) of the Lead Borrower and the other Group Members and (iv) the grant of Liens in respect of the foregoing; (f) any public offering of its common stock or any other issuance or registration of its Qualified Equity Interests for sale or resale not prohibited by this Agreement(including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Qualified Equity Interests), including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, thereto; (vig) 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 i) holding of any cash cash, Cash Equivalents and other assets received from, 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 6.04by, the incurrence Lead Borrower, any Subsidiary and any IPO Shell Company or contributions to the capital of, or proceeds from the issuance of, Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 the Parent Entities and (ii) the payment of dividends or making of (distributions, making of loans and activities as necessary contributions to consummate) any Investment the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments expressly permitted to be made by it Holdings under Section 6.04), this Agreement or structured through Holdings and promptly contributed to a Subsidiary thereof in a manner not prohibited by this Agreement; (viih) incurring fees, costs and expenses relating to overhead and general operating expenses including professional fees for legal, tax and accounting issues and paying taxes, ; (viiii) providing indemnification to officers and directors expense reimbursement for its Company Persons; (j) performing its obligations under the Acquisition Agreement and as the other documents and agreements related thereto or contemplated thereby and performing its obligations under any document, agreement and/or Investment contemplated by the Transactions or that would not otherwise permitted in Section 6.09, be prohibited by this Agreement if Holdings was a Group Member; (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xik) activities reasonably incidental to the consummation of (i) an IPO, including the IPO Reorganization Transactions and payment of Public Company Costs, (xiiii) a Permitted Reorganization or (iii) a Tax Restructuring; (l) activities incidental to the businesses or activities described in clauses the foregoing clauses; and (im) to (xi) of this paragraphany Holdings Reorganization.

Holdings Covenant. Holdings covenants and any Intermediate agrees with each Lender that, so long as this Agreement shall remain in effect: (a) Holdings will shall not conduct, transact or otherwise engage in any material operating or business or operations other than activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) the its ownership and/or acquisition of the Equity Interests of any Intermediate HoldingsBorrower, Holdings, any IPO Shell Company including payment of dividends and any wholly-owned subsidiary other amounts in respect of Holdings formed in contemplation of an IPO to become the entity which consummates an IPOits Equity Interests, (ii) the maintenance of its legal existence, 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 respect to the Loan Documents, the Term Loan Documents, the documents relating to the Senior Unsecured Notes and any documentation governing relating to any Indebtedness incremental facilities or Guarantee permitted to be incurred refinancing of the foregoing and any management agreement entered into with a Sponsor or made a Sponsor Affiliate, which management agreement has terms reasonably consistent with the terms of similar agreements entered into by it under Article VI, financial sponsors and portfolio companies at the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and therebytime such management agreement is entered into, (viv) financing activities, including any public offering of its common stock or any other issuance or registration sale of its Equity Interests for sale and related activities to becoming and maintaining any requirements as a public reporting company or resale registrant with the SEC or any other securities regulatory authorities, (v) the issuance of securities, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower and the other Restricted Subsidiaries to the extent not prohibited by under 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 participating in tax, accounting and other administrative matters (includingx) as a member of the Borrower, but not limited to, the making (y) as a member of any Restricted Payment permitted by Section 6.08 unitary, combined or similar group including Holdings and the Borrower, or (z) with respect to its own business and activities, (vii) holding of any cash or Permitted Investments property (but not operate any property) received in connection with permitted Restricted Payments made in accordance with Section 6.08 pending application of the proceeds 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 6.09directors. (b) Holdings may merge, amalgamate or consolidate with or into any other person; provided that (ixi) activities as necessary to consummate and Permitted Acquisition such person is organized under the laws of the United States or any state or other Investment permitted hereunder, political subdivision thereof (xincluding any territory or the District of Columbia) activities incidental to and (ii) such person upon the consummation of such merger, consolidation or amalgamation becomes a party to this agreement and assumes the Transactions, (xi) activities reasonably incidental obligations of Holdings hereunder and from and after such time such person shall be deemed 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 paragraphbe Holdings for all purposes hereunder.

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. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrowers and their Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (a) the its 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, Borrower; (iib) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance, ); (iiic) the performance of its obligations with respect to the Term Loan Facility and other Indebtedness permitted by this Agreement; (d) any offering of its common stock or any other issuance of its Equity Interests; (e) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 7.06; (f) the incurrence of Permitted Holdings Debt; (g) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (h) guaranteeing the obligations of the Borrowers and its Subsidiaries; (i) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (ivj) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by any Borrower, but excluding the manner contemplated by Section 6.04, the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of Person other than a Borrower); (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, (viiik) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (l) the making of Investments consisting of Cash Equivalents or, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactionsextent not made for speculative purposes, Investment Grade Securities; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xiim) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

Holdings Covenant. Holdings and any Intermediate Holdings will not, so long as this Agreement is in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Borrower; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to the ABL Facility, the Term Facility, other Indebtedness permitted by this Agreement, the Merger Agreement and the other agreements contemplated by the Merger Agreement; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment; (6) the incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the obligations of the Borrower and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Borrower, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Borrower); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactionsextent not made for speculative purposes, Investment Grade Securities; and (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii13) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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 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. 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 any Intermediate Holdings will not not, so long as it is a Guarantor, conduct, transact or otherwise engage in any active trade or business or operations other than through the Issuer and its Subsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (iand activities incidental thereto): (1) the its 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, Issuer; (ii2) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance); (3) the performance of its obligations with respect to this Agreement, the ABL Credit Agreement, the Senior Credit Agreement and other Indebtedness permitted by this Indenture; (iii4) any offering of its common stock or any other issuance of its Equity Interests; (5) the making of Restricted Payments; provided that Holdings will not be permitted to make Restricted Payments using the cash from the Issuer or any Subsidiary unless such cash has been dividended or otherwise distributed to Holdings as a permitted Restricted Payment pursuant to the terms of Section 3.4; (6) the Incurrence of Permitted Holdings Debt; (7) making contributions to the capital or acquiring Equity Interests of its Subsidiaries; (8) guaranteeing the Obligations of the Issuer and its Subsidiaries; (9) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, group; (iv10) 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 property (including cash and property received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in by the manner contemplated by Section 6.04Issuer, but excluding the incurrence Equity Interests of any Indebtedness permitted to be incurred by it under Section 6.01 and Person other than the making of Issuer); (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, (viii11) providing indemnification to officers and directors and as otherwise permitted in Section 6.09directors; (12) the making of Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities; (ix13) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, Transactions on the Issue Date; (xi14) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and a Specified Change of Control Transaction; and (xii15) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraphabove.

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 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 (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 IPO, Borrower (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 (subject to Liens permitted under Section 6.02) 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 6.02, (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 Security 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 Security Documents in the manner and to the extent required in the Security 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 6.15, any of the activities of Holdings referred to in Section 6.06, (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 or maintenance of intercompany loans and/or investments incidental to the Transactions, in each case, to the extent permitted hereunder (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, (viiix) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, under Article VI 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 Transactionsforegoing activities. (b) Solely in the case of Holdings, (xi) activities reasonably incidental create, incur, assume or permit to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses exist any Indebtedness or activities described in clauses other liabilities except (i) Indebtedness created under the Loan Documents, or any guarantees of other Indebtedness of the Borrower and the Subsidiary Guarantors that is not prohibited hereunder and (ii) liabilities imposed by law, including Tax liabilities, and other liabilities incidental to its existence and permitted business and activities (xiincluding the guarantee of obligations the Borrower and/or any of their Subsidiaries in the ordinary course). (c) Solely in the case of this paragraphHoldings, create, incur, assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted under Section 6.02) on any of the Equity Interests issued by the Borrower to Holdings.

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, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations. (b) Solely in the case of Holdings, create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents or any Permitted Refinancing thereof, (xiii) activities reasonably Guarantees of Indebtedness or other obligations of the Borrower and/or any Subsidiary that are otherwise permitted hereunder and (iii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to the consummation of an IPO, its existence and permitted business and activities (including the IPO Reorganization guarantee of obligations the Borrower and/or its Subsidiaries in the ordinary course). (c) Solely in the case of Holdings, create, incur, assume or permit to exist any Lien on any of the Equity Interests issued by the Borrower to Holdings, other than (i) the Liens created under the Collateral Documents, to which it is a party, (ii) any other Lien created in connection with the Transactions and (xiiiii) activities incidental to any Liens of the businesses or activities described type permitted under Section 7.01 (other than in clauses (i) to (xi) respect of this paragraphdebt for borrowed money).