Common use of Holdings Covenants Clause in Contracts

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e) or (k)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents, (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge with any other person in a transaction in which Holdings is the surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than (i) ownership of the Equity Interests in the Borrower, together with activities related thereto, (ii) performance of its obligations under and in connection with the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s business, to the extent such Guarantee is also given in the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01) and (v) as otherwise required by law and (e) Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdings.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e) or (k)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents, (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge with any other person in a transaction in which Holdings is the surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding Holdings shall not engage in any business or business activity other than (i) ownership of the Equity Interests in the Borrower, together with activities related thereto, (ii) performance of its obligations under and in connection with the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, Documents and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s business, to the extent such Guarantee is also given in the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01) and (v) as otherwise required by law and (e) Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdings.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn or paid thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e) or (k)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents, (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge with any other person in a transaction in which Holdings is the surviving person, and (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, Borrower and (d) Holding shall not engage in any business or business activity other than (i) ownership of the Equity Interests in the Borrower, together with activities related thereto, (ii) performance of Holdings will maintain its obligations under and in connection with the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s business, to the extent such Guarantee is also given in the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01) and (v) as otherwise required by law and (e) Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdingspassive holding company status.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (koo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan DocumentsDocuments and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a transaction in which merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than person (i) ownership the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of the Equity Interests a state in the Borrower, together with activities related thereto, (ii) performance United States and shall expressly assume all the obligations of its obligations Holdings under and in connection with the Loan Documents, the Purchase this Agreement and the other agreements contemplated by Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower Administrative Agent (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s businessAdministrative Agent, if so requests, shall receive a legal opinion from outside counsel to the extent such Guarantee is also given in survivor reasonably satisfactory to the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01Administrative Agent) and (vii) as otherwise required by law thereafter, such person will succeed to, and (e) be substituted for, Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdingsunder this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (koo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan DocumentsDocuments and Liens securing any First Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a transaction in which merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than person (i) ownership the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of the Equity Interests a state in the Borrower, together with activities related thereto, (ii) performance United States and shall expressly assume all the obligations of its obligations Holdings under and in connection with the Loan Documents, the Purchase this Agreement and the other agreements contemplated by Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower Administrative Agent (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s businessAdministrative Agent, if so requests, shall receive a legal opinion from outside counsel to the extent such Guarantee is also given in survivor reasonably satisfactory to the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01Administrative Agent) and (vii) as otherwise required by law thereafter, such person will succeed to, and (e) be substituted for, Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdingsunder this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) ), and until all of the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(dSections 6.02(a), (b), (d), (e) or (k)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan DocumentsBorrower), (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may existence and maintain itself in good standing in its jurisdiction of organization and shall not (i) merge with any other person Person, or (ii) sell, transfer or otherwise dispose of (in one transaction or a transaction in which Holdings is the surviving personseries of transactions) all or substantially all of its assets, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than (i) ownership of the Equity Interests in the Borrower, together with activities related thereto, (ii) performance of its obligations under and in connection with the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s business, to the extent such Guarantee is also given in the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01) and (v) as otherwise required by law and (e) Holdings shall comply with Sections 5.01, 5.03, 5.05, 5.06, 5.07 5.07, 5.09, 5.10, 5.15, 5.16, 5.18, 6.09(a), 6.09(b) and 5.10 6.12 as if each reference therein to the Borrower were a reference to Holdings, (e) Holdings will not create or acquire any directly owned subsidiary following the Closing Date and (f) Holdings will not incur, assume or permit to exist any Indebtedness for borrowed money other than (i) Indebtedness outstanding on the Closing Date (including any increase to the principal amount thereof as a result of the capitalization of any interest that is paid-in-kind pursuant to the terms thereof as in effect on the Petition Date), (ii) Indebtedness under the Loan Documents, (iii) unsecured Guarantees of any Indebtedness of the Borrower or any Subsidiary Loan Party permitted under Section 6.01 and (iv) unsecured Indebtedness in an aggregate principal amount not to exceed $500,000.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, : (a) it shall not engage in any business activities or have any material properties or liabilities, other than (i) its ownership of the Equity Interests of the Borrowereach First Tier Covenant Party and its subsidiaries and Verso Paper Finance Holdings, Inc. (“Verso Paper Holdings”) and, following the effectiveness of a Permitted Restructuring Transactions Amendment, such other Persons as are permitted by the terms hereof, and Holdings covenants and agrees not to form or acquire any subsidiary other than those subsidiaries identified as First Tier Covenant Parties as of the Amendment One Effective Date), (ii) its obligations under the Loan Documents, the ABL Loan Documents and any other document or agreement entered into in connection with any Permitted Business Acquisition, (iii) maintenance of its existence, (iv) as expressly contemplated by this Agreement and the other Loan Documents, (v) activities and properties incidental to the foregoing clauses (i), (ii), (iii) and (iv) and (vi) its obligations under the QLICI Put / Call AgreementOption entered into in connection with the QLICI Facility and holding the QLICI Holdings Loan and the intercompany note between it and the Borrower; (b) it will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e6.02(k) or (k6.02(dd)) on any of the Equity Interests issued by the Borrower Borrowerany First Tier Covenant Party other than the Liens created under the Loan Documents, ; (bc) Holdings it shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other person in a transaction in which (other than the Borrower) so long as Holdings is the surviving person, Person; (cd) Holdings it shall at all times own directly 100% of the Equity Interests of the Borrower Borrowereach First Tier Covenant Party and shall not sell, transfer or otherwise dispose of the Equity Interests in the BorrowerBorrowerany First Tier Covenant Party, (d) Holding shall not engage in any business or business activity other than except that (i) ownership of the Equity Interests QLICI Subsidiary may have a separate managing member as further described in the Borrower, together with activities related thereto, definition of “QLICI Put / Call Option” and (ii) performance of its obligations under QLICI Subsidiary may merge with and into Holdings or dissolve so long as such merger or dissolution is consummated in connection accordance with the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership terms of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed moneySection 6.05(b)(v) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s business, to the extent such Guarantee is also given in the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01) and (v) as otherwise required by law and hereof; (e) Holdings it shall comply with Sections 5.03, 5.05, 5.06, 5.07 5.07, 5.09 and 5.10 as if each reference therein to the Borrower were a reference to Holdings; and (f) it shall not permit Verso Paper Holdings to engage in any business activities or have any material properties or liabilities other than maintenance of its existence and shall not permit Verso Paper Holdings to create, incur, assume or permit to exist any Indebtedness or any Lien on any of its assets or properties.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or 109 expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (koo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan DocumentsDocuments and Liens securing any First Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a transaction in which merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than person (i) ownership the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of the Equity Interests a state in the Borrower, together with activities related thereto, (ii) performance United States and shall expressly assume all the obligations of its obligations Holdings under and in connection with the Loan Documents, the Purchase this Agreement and the other agreements contemplated by Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower Administrative Agent (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s businessAdministrative Agent, if so requests, shall receive a legal opinion from outside counsel to the extent such Guarantee is also given in survivor reasonably satisfactory to the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01Administrative Agent) and (vii) as otherwise required by law thereafter, such person will succeed to, and (e) be substituted for, Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdingsunder this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (koo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan DocumentsDocuments and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a transaction in which merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise dispose of the Equity Interests in the Borrower, (d) Holding shall not engage in any business or business activity other than person (i) ownership the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of the Equity Interests a state in the Borrower, together with activities related thereto, (ii) performance United States and shall expressly assume all the obligations of its obligations Holdings under and in connection with the Loan Documents, the Purchase this Agreement and the other agreements contemplated by Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower Administrative Agent (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Parties in the ordinary course of the operation of the Borrower’s or such Subsidiary Loan Party’s businessAdministrative Agent, if so requests, shall receive a legal opinion from outside counsel to the extent such Guarantee is also given in survivor reasonably satisfactory to the ordinary course of business), (iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Borrower and/or its Subsidiaries permitted by Section 6.01Administrative Agent) and (vii) as otherwise required by law thereafter, such person will succeed to, and (e) be substituted for, Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdings.under this Agreement for all purposes. 109