Common use of Holdings Clause in Contracts

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings Holdings, shall not conduct, transact or otherwise engage in any material operating business or business activitiesoperations; provided provided, that the following and any activities incidental thereto shall be permitted in any event: : (1i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its other Subsidiariesobligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), including receipt any New Incremental Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of Restricted Payments dividends, the making of contributions to the capital of its Subsidiaries and other amounts in respect the Guarantee of Equity Interests, Indebtedness permitted to be incurred hereunder by any Loan Party; (2v) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment performance of any tax distributions pursuant activities relating to Section 7.05(2)(n)(iiits employees and those of its Subsidiaries)), ; (3vi) the performance performing of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents activities in preparation for and any other documents governing Indebtedness permitted hereby, (4) consummating any public offering of its common equity stock or any other issuance, registration issuance or sale of its Equity Interests, Interests (5other than Disqualified Stock); (vii) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating participation in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Parent, Holdings and the provision of administrative Lead Borrower, including compliance with applicable laws and advisory services (including treasury legal, tax and insurance services) accounting matters related thereto and activities relating to its Subsidiaries employees; (viii) the holding of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate operating any property), ; (8) ix) the providing of indemnification to officers officers, managers and directors, directors and (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13x) any activities related or incidental or reasonably related to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event(and, if any, each Holding Company) will not: (1a) its ownership of own the Equity Interests of any Subsidiary other than the Borrower Borrower; (b) engage in any operations or business, other than: (i) the ownership of its Subsidiaries and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interestsactivities incidental thereto, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii))expressly permitted by this Agreement, (3iii) the performance of in connection with its rights and obligations with respect to the Transactions, the Acquisition Agreement, under the Loan Documents and the Second Lien Loan Documents or any other definitive documents governing for Indebtedness permitted herebyhereunder, (4iv) any public offering of maintaining its common equity or any other issuance, registration or sale of its Equity Interestscorporate existence, (5v) making any Restricted Payments in accordance with Section 6.06, (vi) the buyback and sales of Equity Interests in accordance with this Agreement, (vii) making capital contributions to their respective Subsidiaries, (viii) taking actions in furtherance of and consummating an IPO, and fulfilling all initial and ongoing obligations related thereto, (ix) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, distributions and making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6x) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of any Tax Group Parent Entity, Holdings and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its SubsidiariesBorrower, (7xi) holding any cash or property (but not operate any property), (8) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes and providing indemnification to officers and directors,, or (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xii) activities incidental to Permitted Acquisitions clauses (i) through (xi) above and the maintenance of its existence; (c) create or similar Investments consummated by suffer to exist any Lien other than non-consensual Liens on Equity Interests of the Borrower and owned by it, other than in connection with Guarantees of Indebtedness of the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments,Borrower permitted by Section 6.01; or (12d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, except that: (i) any transaction Holding Company may merge into or consolidate or amalgamate with another Holding Company as long, as after giving effect thereto, all Equity Interests of the Borrower and/or any Restricted Subsidiary to (other than directors’ and other similar qualifying shares) are owned, directly or indirectly, by Holdings or a successor passive holding company that is a Loan Party and complies with this Section 6.14 and that pledges the extent expressly permitted under this Article VIIEquity Interests owned by it in the Borrower (such entity, the “Successor Holdings”); and (13ii) any activities incidental Holding Company may transfer all or reasonably related any portion of its assets (upon liquidation, dissolution, winding up or any similar transaction) to any other Holding Company or any Subsidiary of Holdings that is a Loan Party so long as, after giving effect thereto, Holdings or a Successor Holdings continues to own directly or indirectly 100% of the foregoingEquity Interests of the Borrower (other than director’s and other similar qualifying shares).

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3iii) the performance of its obligations with respect to the Transactions, the Acquisition AgreementTransaction Documents, the Loan Documents, the Second Lien Credit Documents and any other documents governing Indebtedness permitted hereby, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), , (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11x) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xi) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VIISection 7, and and (13xii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Acquisition AgreementFirst Lien Term Facility, the Loan Documents and Second Lien Term Facility, any other documents governing Indebtedness permitted hereby, Qualified Holding Company Debt, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests (including Qualified Equity Interests, ), (5v) financing activitiesany transaction permitted under Section 9.4, including (vi) the issuance making of securitiespayments or restricted payments (x) to the extent otherwise permitted under this Section 9.15 and (y) with any amounts received in any transaction permitted under Section 9.6, (vii) the incurrence of debtQualified Holding Company Debt, receipt and payment of dividends and distributions, (viii) making contributions to the capital of its Subsidiaries and Subsidiaries, (ix) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6x) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7xi) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application thereof by Holdings, (but not operate any property), (8) xii) providing indemnification to officers and directors, , (9xiii) merging, amalgamating or consolidating with or into any Person the making of Investments in assets that are Cash Equivalents and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiv) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xiii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.15.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, any Credit Agreement Refinancing Indebtedness, the Term Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition AgreementDocuments or the other agreements contemplated by the Term Facility, the Loan Documents Senior Notes, the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, the Acquisition Documents, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or consolidating with or into any Person the Acquisition Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.13.

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event:thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to the Transactions, the Acquisition Agreementto, the Loan Documents Documents, the 2021 Senior Notes, the 2021 Senior Notes Indenture, the Secured Notes, the Secured Notes Indenture and related documentation and any documents relating to other documents governing Indebtedness permitted herebyunder Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (45) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debt, receipt fees and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiariesexpenses related thereto, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctionsauctions (in the case of Loans, to the extent permitted hereunder), (117) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation incurrence of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsQualified Holding Company Debt, (12) 8) any transaction with that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower and/or or any one or more Restricted Subsidiary to the extent expressly Subsidiaries permitted under this Article VII, andincluding: (13a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental or reasonably related to the foregoingconsummation of the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (j) making contributions to the capital of its Subsidiaries, or (k) making investments in cash and Cash Equivalents, or (9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.

Holdings. (a) Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that material operations other than (i) the following and any activities incidental thereto shall be permitted in any event: (1) its ownership and/or acquisition of the Equity Interests Capital Stock (other than Disqualified Capital Stock) of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), Borrower, (3iv) the performance of its obligations under and in connection with respect to the Transactions, the Acquisition Agreement, the Loan Credit Documents and any documents relating to other documents governing Indebtedness permitted hereby, under Section 10.1, (4v) any public offering of its common equity Capital Stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by Section 10, including the issuance costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Section 10 and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Section 10, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment (other than a Restricted Investment) not prohibited by Section 10.6 (or the making of securitiesa loan to its Parent Entities or any Equityholding Vehicle in lieu of any such permitted Restricted Payment (other than Restricted Investments) or distribution or other transaction similar to a Restricted Payment (other than Restricted Investments)) or holding any cash received in connection with Restricted Payments (other than Restricted Investments) made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6 (including the redemption in whole or in part of any of its Capital Stock (other than Disqualified Capital Stock) in exchange for another class of Capital Stock (other than Disqualified Capital Stock) or rights to acquire its Capital Stock (other than Disqualified Capital Stock) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock (other than Disqualified Capital Stock)), incurrence of debt, receipt and payment of dividends and distributions, (b) making contributions any Investment to the capital extent (1) payment therefor is made solely with the Capital Stock of its Subsidiaries Holdings (other than Disqualified Capital Stock), the proceeds of Restricted Payments (other than a Restricted Investment) received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Capital Stock) of Holdings and guaranteeing (2) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 10.5 or Section 10.6, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary and (c) the (w) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (x) Incurrence of Indebtedness of Holdings contemplated by Sections 10.1(p) and 10.1(q), (y) Incurrence of guarantees and the performance of its other Subsidiaries, obligations in respect of Indebtedness Incurred pursuant to Sections 10.1(a), 10.1(b), 10.1(k) and 10.1(s) and Permitted Additional Debt Incurred pursuant to Section 10.1(u) and (6z) if applicablegranting of Liens to the extent the Indebtedness contemplated by subclause (y) is permitted to be secured under Sections 10.2(a), participating in Tax10.2(u), 10.2(bb) and 10.2(oo), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services paying taxes, (including treasury and insurance servicesviii) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, directors and as otherwise permitted in Section 10, (9ix) mergingactivities related or incidental to such consummation of the Transactions and/or the Closing Date Refinancing Transactions, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) organizational activities incidental to Permitted Acquisitions or similar other Investments consummated by the Borrower and the Restricted SubsidiariesBorrower, including the formation of acquisition vehicle entities and intercompany loans and/or Investments investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction other Investments in each case consummated substantially contemporaneously with the consummation of the applicable Acquisitions or other Investments; provided that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (xi) the making of any loan to any officers or directors contemplated by Section 10.5 or Section 10.6, the making of any Investment in the Borrower and/or or any Restricted Subsidiary Guarantor or, to the extent otherwise allowed under Section 10.5 or Section 10.6, a Restricted Subsidiary, (xii) [reserved], (xiii) the performance of its obligations and the guarantee of any obligations in connection with the Transactions and/or the Closing Date Refinancing Transactions and (xiv) activities incidental to the businesses or activities described in clauses (i) to (xiii) of this Section 10.9(a). (b) Holdings will not consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its assets and other properties, except that Holdings may merge, amalgamate or consolidate with or into any other Person (other than the Borrower); provided that (i) Holdings shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation where Holdings is not the continuing or surviving Person or where Holdings has been liquidated, or in connection with a Disposition of all or substantially all of its assets, the Person formed by or surviving any such merger, amalgamation or consolidation or the Person into which Holdings has been liquidated or to which Holdings has transferred such assets shall, in each case, be a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (Holdings or such Person, as the case may be, being herein referred to as the “Successor Holdings”), (ii) the Successor Holdings (if other than Holdings) shall expressly permitted assume all the obligations of Holdings under this Article VII, and (13) any activities incidental Agreement and the other applicable Credit Documents pursuant to a supplement hereto or thereto in form reasonably related satisfactory to the foregoingAdministrative Agent, (iii) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition or unless the Successor Holdings is Holdings, shall have by a supplement to the Guarantee confirmed that its Guarantee shall apply to the Successor Holdings’ obligations under this Agreement, (iv) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition or unless the Successor Holdings is Holdings, shall have by a supplement to the applicable Credit Documents confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (v) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition or unless the Successor Holdings is Holdings, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vi) Holdings shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation, liquidation or Disposition and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection of the Liens on the Collateral under the Security Documents, (vii) the Successor Holdings shall, immediately following such merger, amalgamation, consolidation, liquidation or Disposition, directly or indirectly, own all Subsidiaries owned by Holdings immediately prior to such merger, amalgamation, consolidation, liquidation or Disposition and (viii) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation, consolidation, liquidation, or Disposition does not breach or result in a default under this Agreement or any other Credit Document; provided, further, that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under this Agreement.

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations or maintain any employees other than the following (and any activities incidental thereto shall be permitted in any event:thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to the Transactionsto, the Acquisition AgreementLoan Documents, the ABL Loan Documents and any documents relating to other documents governing Indebtedness permitted herebyto be incurred by the Borrower or its Subsidiaries under Section 7.02, (45) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debt, receipt fees and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiariesexpenses related thereto, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctionsauctions (in the case of Loans, to the extent permitted hereunder), (117) [reserved], (8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Subsidiaries permitted under this Article VII (provided that, to the extent Holdings wishes to make Restricted Payments to, or any Investment in, a Subsidiary it shall first make such Restricted Payment or Investment in the Borrower, which shall then be contributed by the Borrower to the applicable Subsidiary) including: (a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.09 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any Investment in the Borrower to the extent (i) payment therefor is made solely with the proceeds from Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder and the incurrence of Liens on the Equity Interests of the Borrower; (d) unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental to the consummation of the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Acquisitions Investment, the making of any investment in the Borrower or similar Investments consummated any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Subsidiary; provided that, to the extent Holdings wishes to make a loan to or any Permitted Investment in a Subsidiary it shall first make such loan or Permitted Investment in the Borrower, which shall then be contributed by the Borrower and to the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investmentsapplicable Subsidiary, (12i) any transaction with making contributions to the capital of the Borrower and/or any Restricted Subsidiary (which may be further invested in its Subsidiaries), (j) making Investments in cash and Cash Equivalents, or (k) maintaining officers to the extent expressly permitted under this Article VII, andsuch roles are in effect on the Closing Date and maintaining members of its board of directors; provided that any Investment of Holdings in the Equity Interests or other securities of the Borrower shall be subject to a Lien in favor of the Secured Parties. (139) any activities incidental or reasonably related to the foregoingbusinesses or activities described in clauses (1) through (8) of this Section 7.09.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any eventoperations other than: (1i) those incidental to its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests,Borrower; (2ii) the maintenance of its legal existence and general operating (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment of any general operating including professional fees for legal, tax distributions pursuant to Section 7.05(2)(n)(iiand accounting issues)),; (3iii) the performance of its obligations obligations, including the incurrence of liabilities, with respect to the Transactions, the Acquisition AgreementExisting 2016 Notes, the Loan Documents Documents, any Permitted Subordinated Notes, any Qualified Holding Company Debt or the Merger Agreement and any the other documents governing Indebtedness permitted herebyagreements contemplated by the Merger Agreement, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity InterestsInterests or any corporate transaction permitted under Section 7.04, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries or its direct or indirect parent companies; (vi) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including: (A) making any dividend or distribution or other transaction similar to a Restricted Payment not prohibited by Section 7.06 (or the making of a loan to any direct or indirect parent of Holdings in lieu of any such dividend or distribution or other transaction similar to a Restricted Payment) or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings in the manner contemplated by Section 7.06 (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)); (B) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests ), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests ) of Holdings and (2) any property (including Equity Interests ) acquired in connection therewith is contributed to the Borrower or a subsidiary Guarantor (or, if otherwise permitted by Section 7.02, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary; and (C) the (w) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (x) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings, (y) incurrence of guarantees and the performance of its other Subsidiaries,obligations in respect of Indebtedness incurred pursuant to Section 7.03(a) or Section 7.03(aa) (and any Permitted Refinancings thereof) and (z) granting of Liens to the extent the Indebtedness contemplated by subclause (y) is permitted to be secured under Sections 7.01(a), (gg), and (hh); (6vii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision Borrower, or any direct or indirect parent of administrative Holdings and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries,; (7viii) holding any cash or property (but not operate received in connection with Restricted Payments made by the Borrower or any property)Restricted Subsidiary in accordance with Section 7.06 pending application thereof by Holdings, (8) ix) providing indemnification to officers and directors,directors of Holdings or any of its direct or indirect parent companies; (9x) mergingconducting, amalgamating transacting or consolidating with otherwise engaging in any business or into any Person (operations of the type that it conducts, transacts or engages in compliance with Section 7.03),on the Closing Date; (10xi) repurchases provide Guarantees of Indebtedness through open market purchases and Dutch auctions,any direct or indirect parent company of Holdings or any Business Successor; and (11xii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated activities described in the foregoing clauses (i) through (xi); provided, that notwithstanding the foregoing, Holdings shall not create or acquire (by way of merger, consolidation or otherwise) any material direct Subsidiaries other than the Borrower and or any holding company for the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingBorrower.

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence and privilege of doing business (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii7.05(b)(14)(b)), (3iii) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and any Affiliated Practice and guaranteeing the obligations of the Borrower and its other SubsidiariesSubsidiaries and any Affiliated Practice, (6vi) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or matters, including as a member of any Tax Group consolidated, combined, unitary or similar tax group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xi) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xii) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13xiii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant other activities incidental to Section 7.05(2)(n)(ii))being a public reporting company, (3iii) the performance of its obligations with respect to the Transactions, the Acquisition AgreementLoan Documents, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), , (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11x) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xi) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII7, (xii) activities and contractual rights and obligations incidental to any equity compensation plan, and (13xiii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens of the type permitted by (x) Section 8.8(h) (but solely to the extent such Liens secure indebtedness and other obligations incurred pursuant to, and subject to the restrictions under, Section 8.7(a) and 8.7(o)) and (y) Section 8.8(y) and nonconsensual Liens of the type otherwise permitted under Section 8.8), or (b) conduct or engage in any material operating operations or business activities; provided that the following and or incur any activities indebtedness other than (i) those incidental thereto shall be permitted in any event: (1) to its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence and good standing, (including the ability to incur iii) entering into and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of performing its obligations with respect to the Transactions, the Acquisition Agreement, under the Loan Documents and any other documents governing Indebtedness permitted hereby, Permitted Refinancing thereof, (4iv) any public offering of its common equity or any other issuance, registration or sale issuance of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions Interests to the capital extent not triggering a Change of its Subsidiaries and Control, (v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 8, (vi) guaranteeing the obligations of its Restricted Subsidiaries permitted hereunder, including under the Borrower and its other Subsidiaries, Loan Documents or any Permitted Refinancing thereof, (6vii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated, combined, unitary or similar group that includes Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7viii) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating received in connection with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.12 or by its Unrestricted Subsidiaries or contributions to its capital or in exchange for the Restricted Subsidiariessale or issuance of Equity Interests, including the formation (ix) providing indemnification to directors, officers, employees, members of acquisition vehicle entities management and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, consultants and (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13x) any activities incidental to any of the foregoing. If no Default exists or reasonably related would result therefrom, Holdings may merge or consolidate with any other Person; provided, that (x) Holdings shall be the continuing or surviving corporation or (y) if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall (1) be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and (2) at the time such entity becomes the Successor Holdings, would comply with the requirements of this Section 8.23 as if they had applied to the foregoingSuccessor Holdings immediately prior to such time and (B) the Successor Holdings 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; provided, further that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which it is a party.

Holdings. Notwithstanding anything herein to the contrary, Holdings shall will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) activity other than its continuing ownership of the Equity Interests Capital Securities of the Borrower other Borrowers, employment of executive officers of Holdings and the other Borrowers and management of its and their operations (and related activities, including leasing space and equipment and ancillary matters) and its compliance with the obligations applicable to it under the Loan Documents. Without limiting the generality of the immediately preceding sentence, Holdings will not (a) create, incur, assume or suffer to exist any Indebtedness (other Subsidiariesthan Indebtedness in connection with the first sentence of this Section, including receipt and payment of Restricted Payments and other amounts Indebtedness in respect of Equity Interests, the Loan Documents), (2b) the maintenance create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its legal existence revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), consolidate or amalgamate with or merge into or with any other Person, (d) except as otherwise permitted under Section 7.2.9, issue, sell, transfer, lease, contribute or otherwise convey (including the ability to incur and payby way of merger), as applicableor grant any options, feeswarrants or other rights to, costs and expenses and Taxes relating to such maintenance) any of Holding’s assets (including its Capital Securities and the payment Capital Securities of its Subsidiaries) to any Person in a single transaction or series of transactions (other than the issuance of its Capital Securities, to the extent not resulting in a Change in Control, to management, employees, or to other Persons in connection with Permitted Acquisitions (including by way of a “rollover” of equity in connection with such Permitted Acquisition)), unless, in the case of the Disposition of any tax distributions pursuant of Holding’s Capital Securities or warrants or options with respect thereto, Holdings shall (i) contribute the proceeds of such Disposition (in whatever form received by Holdings) to the other Borrowers and (ii) comply with, and cause the other Borrowers to comply with, the requirements of Section 7.05(2)(n)(ii)), 3.1.1, (3e) the performance convey, sell, transfer, lease or otherwise dispose of all or any part of its obligations assets, in one transaction or a series of transactions, to any Person or Persons, (f) create, incur, assume or suffer to exist any Investment in any Person other than the other Borrowers or (g) permit to be taken any action that would result in a Change in Control. Holdings agrees not to commence or cause the commencement of any of the actions described in clauses (b), (c), (d) or (e) of Section 8.1.9 with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event:thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to the Transactions, the Acquisition Agreementto, the Loan Documents, the ABL Loan Documents and related documentation in respect of the foregoing and any documents relating to other documents governing Indebtedness permitted herebyunder Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (45) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debt, receipt fees and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiariesexpenses related thereto, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctionsauctions (in the case of Loans, to the extent permitted hereunder), (117) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation incurrence of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsQualified Holding Company Debt, (12) 8) any transaction with that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower and/or or any one or more Restricted Subsidiary to the extent expressly Subsidiaries permitted under this Article VII, andincluding: (13a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.09 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any Investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental or reasonably related to the foregoing.consummation of (i) any Permitted Reorganization Transaction or IPO Reorganization Transaction or (ii) the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) making contributions to the capital of its Subsidiaries, or

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and any Affiliated Practices and guaranteeing the obligations of the Borrower and its other SubsidiariesSubsidiaries or any Affiliated Practices, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (Person, in each case done in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings Holdings, shall not conduct, transact or otherwise engage in any material operating business or business activitiesoperations; provided provided, that the following and any activities incidental thereto shall be permitted in any event: : (1i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its other Subsidiariesobligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), including receipt the ABL Documents, any New Incremental Notes, the Senior Secured Notes, the Existing Unsecured Notes, the New Senior Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions; (iv) the payment of Restricted Payments dividends, the making of contributions to the capital of its Subsidiaries and other amounts in respect the Guarantee of Equity Interests, Indebtedness permitted to be incurred hereunder by any Loan Party; (2v) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment performance of any tax distributions pursuant activities relating to Section 7.05(2)(n)(iiits employees and those of its Subsidiaries)), ; (3vi) the performance performing of its obligations with respect to the Transactions, Acquisition Agreement and the Acquisition Agreement, other agreements contemplated thereby; (vii) the Loan Documents performing of activities in preparation for and any other documents governing Indebtedness permitted hereby, (4) consummating any public offering of its common equity stock or any other issuance, registration issuance or sale of its Equity Interests, Interests (5other than Disqualified Stock); (viii) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating participation in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision of administrative Lead Borrower, including compliance with applicable laws and advisory services (including treasury legal, tax and insurance services) accounting matters related thereto and activities relating to its Subsidiaries employees; (ix) the holding of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate operating any property), ; (8) x) the providing of indemnification to officers officers, managers and directors, directors and (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13xi) any activities related or incidental or reasonably related to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower (other than Liens pursuant to any Loan Document, any ABL Documents or any Senior Secured Notes Documents or any Permitted Refinancing of the ABL Documents or any Senior Secured Notes Documents) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(l) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. (A) Holdings shall not after the Restatement Effective Date [(i) incur any Indebtedness,] (ii) grant or create any Lien on any of its assets that secures Indebtedness, (iii) modify or amend the Discount Note Indenture or Discount Notes (except, in each case, for Permitted Exit Amendments) or (except with the proceeds of equity contributions from Existing UOH Stockholders) prepay any of the Discount Notes, (iv) engage in any material operating business or business activities; provided that activity other than the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of all of the Equity Interests capital stock of the Borrower and administrative activities directly related thereto, (v) sell or dispose of any of, or otherwise cease to own all of, the capital stock of the Borrower, (vi) change its fiscal quarters or fiscal year from those applicable also to the Borrower, (vii) fail to maintain its own payroll and separate books of account and bank accounts separate from those of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2viii) the maintenance of fail to pay its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activitiesliabilities, including all administrative expenses, from its own separate assets, (ix) fail to separately identify and segregated its assets from the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations assets of the Borrower and its other Subsidiaries, , except in each case (6a) if applicableas expressly required by any of the Shareholders' Agreements, participating in TaxManagement Agreements, accounting and other administrative matters on behalf Tax Sharing Agreements, subscription agreements with members of itself or as a member of any Tax Group management and the provision of administrative and advisory services Discount Notes, all as in effect on the Restatement Effective Date, (including treasury and insurance servicesb) to its Subsidiaries of a type customarily provided as expressly required by a holding company to its Subsidiaries, law, (7c) holding Holdings issuing Capital Stock in any cash initial or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary subsequent public offering to the extent expressly permitted under this Article VIIthe proceeds thereof are used to repay the Loans as required by Section 4.02(A)(d) hereof and (d) Holdings Purchasing Discount Notes (w) in an aggregate amount, andat any time, equal to the Holdback Proceeds at such time, (x) in an amount at the time of any such Purchase equal to the Available ECF Amount at the time of, but immediately prior to, such Purchase provided that at such time (i.e., immediately prior to such Purchase) the Holdings Leverage Ratio is less than 5.00 to 1.00 or (y) in an amount at the time of any such Purchase equal to the Available Equity Amount at the time of, but immediately prior to, such Purchase and/or (x) amend, modify or change in any way adverse to the interests of the Banks, its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws or any agreement entered into by Holdings with respect to its capital stock; and/or (13B) The Holdings Leverage Ratio as of any activities incidental or reasonably related Measurement Date occurring in a period set forth below is more than the ratio set forth opposite such period: Period Ratio ------ ----- Restatement Effective Date through June 29, 1998 6.50 to 1.0 June 30, 1998 through December 30, 1999 6.25 to 1.0 December 31, 1999 and thereafter 6.00 to 1.0; (C) At any time prior to the foregoing.Guaranty Commencement Date, the ratio of (i) Adjusted EBITDA of Holdings to (ii) Consolidated Cash Interest Expense of Holdings for any 12 month period (taken as one accounting period) ending on a Measurement Date occurring in a period set forth below is less than the ratio set forth opposite such period: Period Ratio ------ ------ Restatement Date through December 30,1997 1.50 to 1.0 December 31, 1997 through December 30, 19981. 75 to 1.0 December 31, 1998 through Deccember 30, 1999 1.85 to 1.0 December 31, 1999 through Dececember 30, 2001 2.00 to 1.0 December 31, 2001 and thereafter 2.50 to 1.0; (D) Holdings shall have failed, for more than 15 days following the Guaranty Commencement Date, to authorize and execute a guaranty agreement (as modified, amended or supplemented in accordance with the terms thereof or hereof, the "Holdings Guaranty") in respect of the Obligations hereunder and a pledge agreement (as modified, amended or supplemented in accordance with the terms thereof or hereof, the "Holdings Pledge Agreement") pledging all the capital stock of the Borrower, all in such form as is acceptable to the Agent and/or to deliver same to the Agent and Collateral Agent, as the case may be, together with, in pledge under, the Holdings Pledge Agreement, the certificates representing all the shares of the capital stock of the Borrower, accompanied by executed and undated stock powers and such opinions of counsel relating thereto as reasonably requested by the Agent; or

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the ABL Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition AgreementDocuments or the other agreements contemplated by the ABL Facility, the Loan Documents Senior Notes, the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, the Acquisition Documents, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or consolidating with or into any Person the Acquisition Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.13.

Holdings. Holdings shall will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: : (1a) its ownership of the Equity Interests of the Borrower Borrowers and its the other SubsidiariesSubsidiaries of Holdings, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, , (2b) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3c) the performance of its obligations as a guarantor and pledgor with respect to the TransactionsLoan Documents, the Acquisition Agreement, the Loan Documents and Second Lien Facility or any other documents governing Indebtedness of a Borrower or any other Subsidiary permitted hereby, , including but not limited to, the incurrence of Indebtedness and Liens solely in respect of the performance of such obligations, (4d) any public offering of its common equity or any other issuance, registration issuance or sale of its Equity Interests, Interests (5including, 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 Equity Interest), (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, distributions or making contributions to the capital of its Subsidiaries Subsidiaries, (f) filing Tax reports and guaranteeing paying Taxes and other customary obligations in the obligations of the Borrower ordinary course (and its other Subsidiaries, contesting any Taxes), (6g) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group with respect to its Subsidiaries and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, , (7h) holding any cash or property (but not operate any property), , (8) i) providing indemnification to officers and officers, directors, , members of management, managers, employees, consultants or independent contractors, (9j) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), , (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11k) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower Borrowers and the other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, , (12l) any transaction with the a Borrower and/or or any Restricted Subsidiary to the extent expressly permitted under this Article VIISection 7, and (13m) preparing reports to Governmental Authorities and to its shareholders, (n) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure, (o) complying with applicable Law, (p) activities relating to any management equity plan, stock option plan or any other management or employee benefit plan and (q) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not Solely with respect to Holdings, (a) engage in any material operating business or business activities; provided that activity other than (i) the following ownership and any acquisition of Equity Interests in the Parent and its Subsidiaries, together in each case with activities related, ancillary or incidental thereto shall be permitted thereto, (ii) the actions required or advisable by law to maintain its existence and separate corporate or other legal structure, (iii) the payment of taxes and other customary obligations, (iv) the issuance, sale and redemption of Qualified Equity Interests, (v) the receipt, holding (but not in any event: excess of five (15) its ownership days) and further distribution of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment proceeds of Restricted Payments permitted by Section 9.3, (vi) the holding of directors’ and shareholders’ meetings, preparation of corporate and similar records and other amounts in respect of Equity Interests, activities required or advisable to maintain its existence and separate corporate or other legal structure, (2vii) the maintenance preparation of its legal existence (including the ability reports to, and notices to incur and payfilings with, as applicable, fees, costs Governmental Authorities and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale holders of its Equity Interests, , and (viii) other activities related, ancillary or incidental to its maintenance and continuance and to the foregoing activities, (b) (i) hold any asset other than Equity Interests in the Parent (other than the proceeds of Restricted Payments that it is allowed to hold for no longer than five (5) financing activitiesdays), including the issuance (ii) incur, or have any obligation with respect to, any Debt or (iii) issue any Disqualified Equity Interests, (c) hold proceeds of securitiesQualified Equity Interests issued by it for longer than three (3) Business Days, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6d) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or make any Restricted Subsidiary Payment other than Restricted Payments permitted by Section 9.3 or (e) cease to remain Parent’s sole managing member (as provided in Parent’s limited liability company agreement as in effect on the extent expressly permitted under this Article VII, and Closing Date). For the avoidance of doubt any proceeds of Equity Interest that are received by Holdings shall be contributed by it to Parent as an equity Investment in Parent within three (133) any activities incidental or reasonably related to the foregoingBusiness Days after receipt of such proceeds.

Holdings. In the case of Holdings shall not only, engage in any material operating business activities or business activities; provided that the following and have any activities incidental thereto shall be permitted in any event: material properties or liabilities, other than (1a) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, ; (2b) obligations under the Loan Documents, any other Indebtedness permitted hereby, the Xxxx Acquisition Agreement and any other document or agreement entered into in connection with the Xxxx Acquisition or any other Permitted Acquisition; (c) maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), ; (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4d) any public offering of its common equity or any other issuance, registration issuance or sale of its Equity Interests, ; (5e) financing activities, including the issuance of securities, incurrence of debtEquity Interests, receipt and payment of dividends and distributionsDividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, ; (6f) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, ; (7g) holding any cash or property (but not operate operating any property), ; (8) h) providing indemnification to officers and directors, ; (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11i) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted its Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, ; (12j) merging with or into any transaction Person (in compliance with the Borrower and/or any Restricted Subsidiary Section 6.03(e)); and (k) activities and properties incidental to the extent expressly permitted under this Article VII, and foregoing clauses (13a) any activities incidental or reasonably related to the foregoingthrough (j).

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Term Facility, any Senior Notes, or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition AgreementDocuments or the other agreements contemplated by the Term Facility, the Loan Documents Senior Notes, the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, the Acquisition Documents, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or consolidating with or into any Person the Acquisition Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.13.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, any Credit Agreement Refinancing Indebtedness, the Acquisition First Lien Facility, the First Lien Facility Documentation, the ABL Facility, the ABL Facility Documentation, any Senior Notes (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture, the Lease Letter Agreement, the Loan Documents and Shareholders Agreement, the other agreements contemplated by the First Lien Facility, the ABL Facility, the Senior Notes (or any other documents governing Permitted Refinancing Indebtedness permitted hereby, in respect thereof), the Senior Notes Indenture, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating or consolidating with or into (xii) any Person other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.13.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, any Credit Agreement Refinancing Indebtedness, the Term Facility, the Second Lien Facility, the Second Lien Facility Documentation, any Senior Notes (or any Permitted Refinancing in respect thereof), or the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition AgreementDocuments or the other agreements contemplated by the Term Facility, the Loan Documents Second Lien Facility, the Senior Notes (or any Permitted Refinancing in respect thereof), the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, the Acquisition Documents, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or consolidating with or into any Person the Acquisition Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation activities described in clauses (i) to (xii) of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 9.13.

Holdings. Holdings Holdings, shall not conduct, transact or otherwise engage in any material operating business or business activitiesoperations; provided provided, that the following and any activities incidental thereto shall be permitted in any event: : (1i) its ownership of the Equity Interests of the Lead Borrower and activities related or incidental thereto; (ii) the performance of its other Subsidiariesobligations with respect to the Loan Documents (including any Credit Agreement Refinancing Indebtedness or any Term Loan Facility), including receipt the ABL Documents, any New Incremental Notes, the Existing Unsecured Notes, the New Senior Notes, Subordinated Indebtedness permitted hereunder or any Permitted Ratio Debt and any Permitted Refinancing of any of the foregoing permitted in accordance with the terms of this Agreement; (iii) the consummation of the Transactions or the transactions contemplated by the First Restatement Agreement; (iv) the payment of Restricted Payments dividends, the making of contributions to the capital of its Subsidiaries and other amounts in respect the Guarantee of Equity Interests, Indebtedness permitted to be incurred hereunder by any Loan Party; (2v) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment performance of any tax distributions pursuant activities relating to Section 7.05(2)(n)(iiits employees and those of its Subsidiaries)), ; (3vi) the performance performing of its obligations with respect to the Transactions, Acquisition Agreement and the Acquisition Agreement, other agreements contemplated thereby; (vii) the Loan Documents performing of activities in preparation for and any other documents governing Indebtedness permitted hereby, (4) consummating any public offering of its common equity stock or any other issuance, registration issuance or sale of its Equity Interests, Interests (5other than Disqualified Stock); (viii) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating participation in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision of administrative Lead Borrower, including compliance with applicable laws and advisory services (including treasury legal, tax and insurance services) accounting matters related thereto and activities relating to its Subsidiaries employees; (ix) the holding of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate operating any property), ; (8) x) the providing of indemnification to officers officers, managers and directors, ; (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13xi) any activities (other than the incurrence of, or the Guarantee of, Indebtedness) necessary to consummate any Permitted Acquisition or any other Investment permitted under Section 6.04; and (xii) any activities related or incidental or reasonably related to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower (other than Liens pursuant to any Loan Document or any ABL Documents or any Permitted Refinancing of the ABL Documents) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(l) as of the First Restatement Effective Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities or operations incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, any Credit Agreement Refinancing Indebtedness, the Second Lien Facility, the Second Lien Facility Documentation, the ABL Facility, the ABL Facility Documentation, any Senior Notes, or (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture, the Lease Letter Agreement, the Shareholders Agreement, the Acquisition AgreementDocuments or the other agreements contemplated by the Second Lien Facility, the Loan Documents ABL Facility, the Senior Notes (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture and any other documents governing Indebtedness permitted hereby, the Acquisition Documents, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests, Interests or making payments or restricted payments with any amounts received in any transaction permitted under Section 9.6, (5v) financing activities, including the issuance of securitiesQualified Equity Interests, incurrence of debt, receipt and payment of dividends and distributions, (vi) making contributions to the capital of its Subsidiaries and Subsidiaries, (vii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder, (6viii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of the consolidated group of Holdings, any Tax Group direct or indirect parent of Holdings, and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7ix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (but not operate any property), (8) x) providing indemnification to officers and directors, , (9xi) mergingthe performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under Section 9.3, amalgamating (xii) any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents or consolidating with or into any Person the Acquisition Documents; and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities or operations incidental to Permitted Acquisitions the businesses or similar Investments consummated by activities described in clauses (i) to (xii) of this Section 9.13. SECTION 9.14 [Reserved]. For the Borrower and avoidance of doubt, the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under provisions set forth in this Article VII, and (13) any activities incidental or reasonably related to IX are solely for the foregoing.benefit of the First Lien Term Loan Lender Parties and do

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any eventoperations other than: (1i) those incidental to its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests,Borrower; (2ii) the maintenance of its legal existence and general operating (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) maintenance and the payment of any general operating including professional fees for legal, tax distributions pursuant to Section 7.05(2)(n)(iiand accounting issues)),; 696 (3iii) the performance of its obligations obligations, including the incurrence of liabilities, with respect to the Transactions, the Acquisition AgreementExisting 2016 Notes, the Loan Documents Documents, any Permitted Subordinated Notes, any Qualified Holding Company Debt or the Merger Agreement and any the other documents governing Indebtedness permitted herebyagreements contemplated by the Merger Agreement, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity InterestsInterests or any corporate transaction permitted under Section 7.04, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributionsdividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries or its direct or indirect parent companies; (vi) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including: (A) making any dividend or distribution or other transaction similar to a Restricted Payment not prohibited by Section 7.06 (or the making of a loan to any direct or indirect parent of Holdings in lieu of any such dividend or distribution or other transaction similar to a Restricted Payment) or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings in the manner contemplated by Section 7.06 (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)); (B) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests ), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests ) of Holdings and (2) any property (including Equity Interests ) acquired in connection therewith is contributed to the Borrower or a subsidiary Guarantor (or, if otherwise permitted by Section 7.02, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary; and (C) the (w) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (x) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory 697 notes issued by any Loan Party to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings, (y) incurrence of guarantees and the performance of its other Subsidiaries,obligations in respect of Indebtedness incurred pursuant to Section 7.03(a) or Section 7.03(aa) (and any Permitted Refinancings thereof) and (z) granting of Liens to the extent the Indebtedness contemplated by subclause (y) is permitted to be secured under Sections 7.01(a), (gg), and (hh); (6vii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision Borrower, or any direct or indirect parent of administrative Holdings and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries,; (7viii) holding any cash or property (but not operate received in connection with Restricted Payments made by the Borrower or any property)Restricted Subsidiary in accordance with Section 7.06 pending application thereof by Holdings, (8) ix) providing indemnification to officers and directors,directors of Holdings or any of its direct or indirect parent companies; (9x) mergingconducting, amalgamating transacting or consolidating with otherwise engaging in any business or into any Person (operations of the type that it conducts, transacts or engages in compliance with Section 7.03),on the Closing Date; (10xi) repurchases provide Guarantees of Indebtedness through open market purchases and Dutch auctions,any direct or indirect parent company of Holdings or any Business Successor; and (11xii) activities incidental to Permitted Acquisitions the businesses or similar Investments consummated activities described in the foregoing clauses (i) through (xi); provided, that notwithstanding the foregoing, Holdings shall not create or acquire (by way of merger, consolidation or otherwise) any material direct Subsidiaries other than the Borrower and or any holding company for the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoingBorrower.

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event: thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower and its other SubsidiariesBorrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance, (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), Borrower, (34) the performance of its obligations under and in connection with, and payments with respect to the Transactions, the Acquisition Agreementto, the Loan Documents, the ABL Loan Documents and related documentation in respect of the foregoing and any documents relating to other documents governing Indebtedness permitted hereby, under Section 7.02 (4including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (5) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debtfees and expenses related thereto, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, auctions (11) activities incidental to Permitted Acquisitions or similar Investments consummated by in the Borrower and the Restricted Subsidiariescase of Loans, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted hereunder), (7) the incurrence of Qualified Holding Company Debt, (8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, and including: (13a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.09 and (ii) with any amounts received pursuant 229 US-DOCS\123992845.16 042525-0274 to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any Investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental or reasonably related to the foregoingconsummation of (i) any Permitted Reorganization Transaction or IPO Reorganization Transaction or (ii) the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) making contributions to the capital of its Subsidiaries, or (j) making Investments in cash and Cash Equivalents.

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event:thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to the Transactions, the Acquisition Agreementto, the Loan Documents Documents, the Senior Notes, the Senior Notes Indenture and related documentation and any documents relating to other documents governing Indebtedness permitted herebyunder Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (45) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debt, receipt fees and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiariesexpenses related thereto, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctionsauctions (in the case of Loans, to the extent permitted hereunder), (117) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation incurrence of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsQualified Holding Company Debt, (12) 8) any transaction with that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower and/or or any one or more Restricted Subsidiary to the extent expressly Subsidiaries permitted under this Article VII, andincluding: (13a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental or reasonably related to the foregoingconsummation of the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (j) making contributions to the capital of its Subsidiaries, or (k) making investments in cash and Cash Equivalents, or (9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following and any activities incidental thereto shall be permitted in any event: following: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, incurrence of fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Acquisition Agreementany Permitted Ratio Debt, the any Term Loan Documents Refinancing Debt, any Credit Agreement Revolving Credit Refinancing Indebtedness, any Revolving Credit Refinancing Debt, Credit Agreement Term Refinancing Indebtedness, and any other documents governing Indebtedness agreement contemplated in connection with a transaction otherwise permitted hereby, under this Section 7.13, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests (including Qualified Equity Interests, ), (5v) financing activitiesany transaction permitted under Section 7.04 or Section 7.05, including (vi) making Restricted Payments with any amounts received pursuant to transactions permitted under, and for the issuance of securitiespurposes contemplated by, incurrence of debtSection 7.06, receipt (vii) making Investments in the Borrower and payment of dividends and distributionsits Subsidiaries, making contributions to the capital of its Subsidiaries and (viii) guaranteeing the obligations of the Borrower and its other Subsidiaries, Subsidiaries in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, (6ix) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated, combined, unitary or similar group that included Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7x) holding any cash cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, contributions to its capital or in excluding for the issuance of Equity Interests and Investments received in respect of any of the foregoing pending application thereof by Holdings, (but not operate any property), (8) xi) providing indemnification to officers its directors and directors, officers, (9xii) merging, amalgamating or consolidating with or into any Person making Investments in assets that are Cash Equivalents and (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower legal, tax and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction accounting matters in connection with the Borrower and/or any Restricted Subsidiary foregoing and to the extent expressly permitted under businesses or activities described in clauses (i) to (xii) of this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 7.13.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesand, including receipt and payment indirectly, the Subsidiaries of Restricted Payments and other amounts in respect of Equity Interests, the Borrower, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations obligations, including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to the TransactionsLoan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the foregoing, the Acquisition Agreement, other agreements contemplated by the Loan Documents Acquisition Agreement and any other documents governing Indebtedness agreement contemplated in connection with a transaction otherwise permitted hereby, under this Section 7.13, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests (including Qualified Equity Interests, ), (5v) financing activitiesany transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary expressly permitted under this Article VII, including including, (A) any transaction permitted under Section 7.04 or Section 7.05, (B) making (x) payments or Restricted Payments to the extent otherwise permitted under this Section 7.13 and (y) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06 (or, in each case, the making of a loan to any direct or indirect parent in lieu of any such Restricted Payment) and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of securitiesthe, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or 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) the incurrence of debtintercompany debt extended to it pursuant to Section 7.02(m), receipt and payment of dividends and distributions(viii) making Investments in the Borrower, making contributions to the capital of its Subsidiaries and (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and granting a security interest in its assets related thereto (to the extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (or any direct or indirect parent thereof) and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower and its or other Subsidiaries, Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (6x) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated, combined, unitary or similar group that included Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7xi) holding any cash cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (but not operate including the redemption in whole or in part of any propertyof its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests), ) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (8) xii) providing indemnification and contribution to officers directors, officers, employees, members of management, and consultants and the making of any loan to any directors, , officers, employees, members of management, and consultants contemplated by Section 7.02, (9xiii) mergingmaking Investments in assets that are Cash Equivalents at the time any such Investment is made, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), xiv) activities incidental to the consummation of the 174 Transaction, (10xv) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the or any Restricted SubsidiariesSubsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or Investments investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction Investments in each case consummated substantially contemporaneously with the Borrower and/or consummation of the applicable Permitted Acquisitions or Investments, (xvi) activities relating to any Restricted Subsidiary Permitted Reorganization, a Qualifying IPO or a Permitted IPO Reorganization and (xvii) activities incidental to the extent expressly permitted under businesses or activities described in clauses (i) to (xvi) of this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 7.13.

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant other activities incidental to Section 7.05(2)(n)(ii))being a public reporting company, (3iii) the performance of its obligations with respect to the Transactions, the Acquisition AgreementLoan Documents, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), , (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11x) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xi) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII7, (xii) activities and contractual rights and obligations incidental to any equity compensation plan, and (13xiii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event: thereto): (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiariesand, including receipt and payment indirectly, the Subsidiaries of Restricted Payments and other amounts in respect of Equity Interests, the Borrower, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations obligations, including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to the TransactionsLoan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the foregoing, the Acquisition Agreement, other agreements contemplated by the Loan Documents Acquisition Agreement and any other documents governing Indebtedness agreement contemplated in connection with a transaction otherwise permitted hereby, under this Section 7.13, (4iv) any public offering of its common equity stock or any other issuance, registration or sale issuance of its Equity Interests (including Qualified Equity Interests, ), (5v) financing activitiesany transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between Holdings and the Borrower or any Restricted Subsidiary expressly permitted under this Article VII, including including, (A) any transaction permitted under Section 7.04 or Section 7.05, (B) making (x) payments or Restricted Payments to the extent otherwise permitted under this Section 7.13 and (y) Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06 (or, in each case, the making of a loan to any direct or indirect parent in lieu of any such Restricted Payment) and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of securitiesthe, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or 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) the incurrence of debtintercompany debt extended to it pursuant to Section 7.02(m), receipt and payment of dividends and distributions(viii) making Investments in the Borrower, making contributions to the capital of its Subsidiaries and (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and granting a security interest in its assets related thereto (to the extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (or any direct or indirect parent thereof) and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower and its or other Subsidiaries, Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (6x) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated, combined, unitary or similar group that included Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7xi) holding any cash cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (but not operate including the redemption in whole or in part of any propertyof its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests), ) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (8) xii) providing indemnification and contribution to officers directors, officers, employees, members of management, and consultants and the making of any loan to any directors, , officers, employees, members of management, and consultants contemplated by Section 7.02, (9xiii) mergingmaking Investments in assets that are Cash Equivalents at the time any such Investment is made, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), xiv) activities incidental to the consummation of the Transaction, (10xv) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the or any Restricted SubsidiariesSubsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or Investments investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction Investments in each case consummated substantially contemporaneously with the Borrower and/or consummation of the applicable Permitted Acquisitions or Investments, (xvi) activities relating to any Restricted Subsidiary Permitted Reorganization, a Qualifying IPO or a Permitted IPO Reorganization and (xvii) activities incidental to the extent expressly permitted under businesses or activities described in clauses (i) to (xvi) of this Article VII, and (13) any activities incidental or reasonably related to the foregoingSection 7.13.

Holdings. (A) Holdings shall not after the Restatement Effective Date (i) incur any Indebtedness except for Permitted Holdings Debt and the Holdings Guaranty, (ii) grant or create any Lien on any of its assets that secures Indebtedness other than pursuant to the Holdings Pledge Agreement, (iii) modify or amend, or prepay, any Permitted Holdings Debt, (iv) engage in any material operating business or business activities; provided that activity other than the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of all of the Equity Interests capital stock of the Borrower and administrative activities directly related thereto, (v) sell or dispose of any of, or otherwise cease to own all of, the capital stock of the Borrower, (vi) change its fiscal quarters or fiscal year from those applicable also to the Borrower, (vii) fail to maintain its own payroll and books of account and bank accounts separate from those of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2viii) the maintenance of fail to pay its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activitiesliabilities, including all administrative expenses, from its own separate assets, (ix) fail to separately identify and segregate its assets from the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations assets of the Borrower and its other Subsidiaries, Subsidiaries and/or (6x) if applicableamend, participating modify or change in Taxany way adverse to the interests of the Banks, accounting and other administrative matters on behalf its Certificate of itself Incorporation (including, without limitation, by the filing or as a member modification of any Tax Group and the provision certificate of administrative and advisory services (including treasury and insurance servicesdesignation) or By-Laws or any agreement entered into by Holdings with respect to its Subsidiaries capital stock, except in each case (a) as expressly required by any of a type customarily provided the Shareholders' Agreements, Management Agreements, Tax Sharing Agreements and subscription agreements with members of management, all as in effect on the Restatement Effective Date, (b) as expressly required by a holding company to its Subsidiaries, law and (7c) holding Holdings issuing Capital Stock in any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary public offering to the extent expressly permitted under this Article VII, andthe proceeds thereof are used to repay the Loans as required by Section 4.02(A)(d) hereof; (13B) The Holdings Leverage Ratio as of any activities incidental or reasonably related Measurement Date occurring in a period set forth below is more than the ratio set forth opposite such period: Period Ratio ------ ----- Restatement Effective Date through June 29, 1998 6.50 to 1.0 June 30, 1998 through December 30, 1999 6.25 to 1.0 December 31, 1999 and thereafter 6.00 to 1.0 (C) The ratio of (i) Adjusted EBITDA of Holdings to (ii) Consolidated Interest Expense of Holdings for any 12 month period (taken as one accounting period) ending on a Measurement Date occurring in a period set forth below is less than the foregoing.ratio set forth opposite such period: Period Ratio ------ ----- Restatement Date through December 30, 1997 1.50 to 1.0 December 31, 1997 through December 30, 1998 1.75 to 1.0 December 31, 1998 through December 30, 1999 1.85 to 1.0 December 31, 1999 through December 30, 2001 2.00 to 1.0 December 31, 2001 and thereafter 2.50 to 1.0

Holdings. Holdings shall will not conduct, transact or otherwise engage in any material operating business or business activities; provided that operations other than the following (and any activities incidental thereto shall be permitted in any event:thereto): (1) its the ownership or acquisition of the Equity Interests Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity InterestsBorrower, (2) the maintenance of its legal existence (existence, including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to the Transactions, the Acquisition Agreementto, the Loan Documents Documents, the 2021 Senior Notes, the 2021 Senior Notes Indenture, the Secured Notes, the Secured Notes Indenture, the 2024 Secured Notes, the 2024 Secured Notes Indenture and related documentation and any documents relating to other documents governing Indebtedness permitted herebyunder Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (45) any public offering of its common equity stock or any other issuance, issuance or registration or sale of its Equity Interests, (5) financing activitiesCapital Stock for sale or resale not prohibited by this Article VII, including the issuance of securitiescosts, incurrence of debt, receipt fees and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiariesexpenses related thereto, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctionsauctions (in the case of Loans, to the extent permitted hereunder), (117) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation incurrence of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar InvestmentsQualified Holding Company Debt, (12) 8) any transaction with that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower and/or or any one or more Restricted Subsidiary to the extent expressly Subsidiaries permitted under this Article VII, andincluding: (13a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental or reasonably related to the foregoingconsummation of the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (j) making contributions to the capital of its Subsidiaries, or (k) making investments in cash and Cash Equivalents, or (9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.

Holdings. Holdings shall not engage in any material operating or business activities; provided hereby covenants and agrees with the Bank that the following and any activities incidental thereto shall be permitted in any eventit shall: (1a) its ownership of the Equity Interests of the Borrower do or cause to be done all things necessary to preserve, renew and its other Subsidiaries, including receipt keep in full force and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of effect its legal existence as a limited liability company organized under the laws of the State of Delaware; (b) comply with all applicable Laws, rules, regulations, decrees and orders of Governmental Authorities as is necessary to perform its obligations under this Agreement; (c) comply with the terms and conditions of the Credit Policy and the terms and conditions of the Initial Cardholder Agreements and the Additional Cardholder Agreements with respect to each Origination or Acquisition and Credit Event; (d) maintain all records and information, in its possession or control, in accordance with applicable Laws, in connection with the operation of the Holdings Credit Card Business including the ability Accounts and the Assigned Agreements (collectively, "Holdings Required Information"), subject to incur the authority of the Board of Governors of the Federal Reserve System, the Illinois Office of Banks and payReal Estate and all other applicable Governmental Authorities to inspect and/or copy such records and information upon reasonable notice; (e) provide to the Bank or to FDR, upon request by the Bank, and upon reasonable prior notice, such Holdings Required Information (or reasonable access thereto) as applicableshall be reasonably requested by the Bank in connection with the operation of the Holdings Credit Card Business; (f) not take any action in violation of the terms and conditions of the Credit Policy and the Initial Cardholder Agreements and the Additional Cardholder Agreements with respect to each Origination or Acquisition and Credit Event; (g) not, feeswithout prior approval of the Bank, amend, modify, waive or terminate any of the terms and conditions of the Initial Cardholder Agreements, the Additional Cardholder Agreements or the Assigned Agreements; (h) provide the Bank notice of any proceedings or investigations pending or, to the best knowledge of Holdings, threatened against Holdings before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Holdings, would materially and adversely affect the performance by Holdings of its obligations under this Agreement, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement; (i) remit to an account maintained by the Bank to pay costs and expenses and Taxes to FDR (the "Settlement Account") sufficient funds to pay settlement charges owed to FDR by the Bank relating to such maintenance) and the payment of any tax distributions Accounts pursuant to Section 7.05(2)(n)(ii)),the terms and conditions of the Clearing Bank Supplement, by such time as is necessary so as to enable the Bank to comply with the terms of the Clearing Bank Supplement; (3j) remit to an account maintained by the performance of its obligations with respect Bank to pay costs and expenses to FDR all amounts owed to FDR by Holdings pursuant to the Transactions, the Acquisition Agreement, the Loan Documents Master Services Agreement and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions relating to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, Accounts; and (13k) in connection with the Master Services Agreement, not direct FDR to take any activities incidental action inconsistent with the terms of the Credit Policy or reasonably related to the foregoingCardholder Agreements.

Holdings. (A) Holdings shall not after the Restatement Effective Date [(i) incur any Indebtedness,] (ii) grant or create any Lien on any of its assets that secures Indebtedness, (iii) modify or amend the Discount Note Indenture or Discount Notes (except, in each case, for Permitted Exit Amendments) or (except with the proceeds of equity contributions from Designated UOH Stockholders) prepay any of the Discount Notes, (iv) engage in any material operating business or business activities; provided that activity other than the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of all of the Equity Interests capital stock of the Borrower and administrative activities directly related thereto, (v) sell or dispose of any of, or otherwise cease to own all of, the capital stock of the Borrower, (vi) change its fiscal quarters or fiscal year from those applicable also to the Borrower, (vii) fail to maintain its own payroll and books of account and bank accounts separate from those of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2viii) the maintenance of fail to pay its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activitiesliabilities, including all administrative expenses, from its own separate assets, (ix) fail to separately identify and segregated its assets from the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations assets of the Borrower and its other Subsidiaries, , except in each case (6a) if applicableas expressly required by any of the Shareholders' Agreements, participating in TaxManagement Agreements, accounting and other administrative matters on behalf Tax Sharing Agreements, subscription agreements with members of itself or as a member of any Tax Group management and the provision of administrative and advisory services Discount Notes, all as in effect on the Restatement Effective Date, (including treasury and insurance servicesb) to its Subsidiaries of a type customarily provided as expressly required by a holding company to its Subsidiaries, law, (7c) holding Holdings issuing Capital Stock in any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary public offering to the extent expressly permitted under this Article VIIthe proceeds thereof are used to repay the Loans as required by Section 4.02(A)(d) hereof and (d) Holdings Purchasing Discount Notes (w) in an aggregate amount, andat any time, equal to the Holdback Proceeds at such time, (x) in an amount at the time of any such Purchase equal to the Available ECF Amount at the time of, but immediately prior to, such Purchase provided that at such time (i.e., immediately prior to such Purchase) the Holdings Leverage Ratio is less than 5.00 to 1.0 or (y) in an amount at the time of any such Purchase equal to the Available Equity Amount at the time of, but immediately prior to, such Purchase and/or (x) amend, modify or change in any way adverse to the interests of the Banks, its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws or any agreement entered into by Holdings with respect to its capital stock; and/or (13B) The Holdings Leverage Ratio as of any activities incidental or reasonably related Measurement Date occurring in a period set forth below is more than the ratio set forth opposite such period: Period Ratio ------ ----- Restatement Effective Date through June 29, 1998 6.50 to 1.0 June 30, 1998 through December 30, 1999 6.25 to 1.0 December 31, 1999 and thereafter 6.00 to 1.0 (C) At any time prior to the foregoing.Guaranty Commencement Date, the ratio of (i) Adjusted EBITDA of Holdings to (ii) Consolidated Cash Interest Expense of Holdings for any 12 month period (taken as one accounting period) ending on a Measurement Date occurring in a period set forth below is less than the ratio set forth opposite such period: Period Ratio ------ ----- Restatement Date through December 30, 1997 1.50 to 1.0 December 31, 1997 through December 30, 1998 1.75 to 1.0 December 31, 1998 through December 30, 1999 1.85 to 1.0 December 31, 1999 through December 30, 2001 2.00 to 1.0 December 31, 2001 and thereafter 2.50 to 1.0 (D) Holdings shall have failed, for more than 15 days following the Guaranty Commencement Date, to authorize and execute a guaranty agreement (as modified, amended or supplemented in accordance with the terms thereof or hereof, the "Holdings Guaranty") in respect of the Obligations hereunder and a pledge agreement (as modified, amended or supplemented in accordance with the terms thereof or hereof, the "Holdings Pledge Agreement") pledging all the capital stock of the Borrower, all in such form as is acceptable to the Agent and/or to deliver same to the Agent and Collateral Agent, as the case may be, together with, in pledge under, the Holdings Pledge Agreement, the certificates representing all the shares of the capital stock of the Borrower, accompanied by executed and undated stock powers and such opinions of counsel relating thereto as reasonably requested by the Agent; or

Holdings. Holdings shall not engage in any material operating or business activities; provided hereby covenants and agrees with the Bank that the following and any activities incidental thereto shall be permitted in any eventit shall: (1a) its ownership of the Equity Interests of the Borrower do or cause to be done all things necessary to preserve, renew and its other Subsidiaries, including receipt keep in full force and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of effect its legal existence as a limited liability company organized under the laws of the State of Delaware; (b) comply with all applicable Laws, rules, regulations, decrees and orders of Governmental Authorities as is necessary to perform its obligations under this Agreement; (c) comply with the terms and conditions of the Credit Policy and the terms and conditions of the Initial Cardholder Agreements and the Additional Cardholder Agreements with respect to each Origination or Acquisition and Credit Event; (d) maintain all records and information, in its possession or control, in accordance with applicable Laws, in connection with the operation of the Holdings Credit Card Business including the ability Accounts and the Assigned Agreements (collectively, "Holdings Required Information"), subject to incur the authority of the Office of the Comptroller of the Currency and payall other applicable Governmental Authorities to inspect and/or copy such records and information upon reasonable notice; (e) provide to the Bank or to FDR, upon request by the Bank, and upon reasonable prior notice, such Holdings Required Information (or reasonable access thereto) as applicableshall be reasonably requested by the Bank in connection with the operation of the Holdings Credit Card Business; (f) not take any action in violation of the terms and conditions of the Credit Policy and the Initial Cardholder Agreements and the Additional Cardholder Agreements with respect to each Origination or Acquisition and Credit Event; (g) not, feeswithout prior approval of the Bank, amend, modify, waive or terminate any of the terms and conditions of the Initial Cardholder Agreements, the Additional Cardholder Agreements or the Assigned Agreements; (h) provide the Bank notice of any proceedings or investigations pending or, to the best knowledge of Holdings, threatened against Holdings before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Holdings, would materially and adversely affect the performance by Holdings of its obligations under this Agreement, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement; (i) remit to an account maintained by the Bank to pay costs and expenses and Taxes to FDR (the "Settlement Account") sufficient funds to pay settlement charges owed to FDR by the Bank relating to such maintenance) and the payment of any tax distributions Accounts pursuant to Section 7.05(2)(n)(ii)),the terms and conditions of the Clearing Bank Supplement, by such time as is necessary so as to enable the Bank to comply with the terms of the Clearing Bank Supplement; (3j) remit to an account maintained by the performance of its obligations with respect Bank to pay costs and expenses to FDR all amounts owed to FDR by Holdings pursuant to the Transactions, the Acquisition Agreement, the Loan Documents Master Services Agreement and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions relating to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, Accounts; and (13k) in connection with the Master Services Agreement, not direct FDR to take any activities incidental action inconsistent with the terms of the Credit Policy or reasonably related to the foregoingCardholder Agreements.

Holdings. (1) Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Acquisition AgreementABL Documents, the Loan Documents Senior Secured Notes and the Senior Secured Notes Indenture, and any other documents governing Indebtedness permitted herebyPari Passu Lien Debt or equipment or commercial building financings, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.05 pending distribution thereof to the applicable Parent Company (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) conducting, transacting or otherwise engaging in any business or operations of the type that it conducts, transacts or engages in on the Closing Date, (x) any transaction that Holdings is permitted to enter into or consummate under the Loan Documents, the Term Documents, the Senior Secured Notes Indenture, other Pari Passu Lien Obligations or equipment financings and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under the Loan Documents, the Term Documents, the Senior Secured Notes Indenture, other Pari Passu Lien Obligations or equipment or commercial building financings, (xi) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xiv) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VIISection 7, (xv) subject to the requirements of Section 7.11(2), its ownership of the Act 9 Bonds, and (13xvi) any activities incidental or reasonably related to the foregoing. provided that, notwithstanding the foregoing, Holdings shall not create or acquire (by way of amalgamation, merger, consolidation or otherwise) any material direct Subsidiaries, other than the Borrower or any holding company for the Borrower. (2) Neither Holdings, as owner of the Act 9 Bonds, nor any agent or designee of Holdings (including Regions Bank as trustee under the Act 9 Trust Indenture), shall, without the prior written consent of the Collateral Agent (acting at the direction of the Administrative Agent): (i) dispose of any Act 9 Bonds or its economic interests therein; (ii) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) under the Act 9 Bond Documents (including the enforcement of any right under any other agreement or arrangement to which Holdings or its agent or designee and either Osceola or the Borrower is a party), or (iii) commence or join with any Person (other than the Secured Parties) in commencing, or petition for or vote in favor of, any action or proceeding with respect to such rights or remedies (including in any foreclosure action or any proceeding under any Debtor Relief Law).

Holdings. Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3iii) the performance of its obligations with respect to the Transactions, the Acquisition AgreementTransaction Documents, the Loan Documents, the First Lien Credit Documents and any other documents governing Indebtedness permitted hereby, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), , (10x) repurchases of Indebtedness through open market purchases and Dutch auctions, (11x) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xi) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VIISection 7, and and (13xii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall will not engage in any material operating or business activities; provided that Holdings may engage in the following and any activities incidental thereto shall be permitted in any event: : (1i) its ownership of the Equity Interests equity interests of the Borrower and its other Subsidiariesactivities incidental thereto, including receipt and payment of Restricted Payments dividends and other amounts in respect of Equity Interests, its equity interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), , (3iii) the performance of its obligations with respect to the TransactionsTransaction, the Acquisition Agreement, the Loan Credit Documents and any other documents governing permitted Indebtedness permitted hereby, of the Borrower or any Subsidiary, (4iv) any public offering of its common equity or any other issuance, registration issuance or sale of its Equity Interests, equity interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends any distribution to its parent company and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations Borrower, (vi) the incurrence of (a) unsecured Indebtedness that is subordinated to the guarantee of the Obligations made by Holdings, (b) the guarantee of the Obligations (including any guarantee in connection with a Permitted Refinancing of the Obligations), and (c) guarantees of other obligations not constituting Indebtedness, Disqualified Equity Interests or preferred stock incurred by the Borrower and or any of its other Subsidiaries, , (6vii) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group of Holdings and the provision of administrative and advisory services Borrower, (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7viii) holding any cash or property property, (but not operate ix) making of any property), Restricted Payments or Investments or entering into any other transactions permitted hereunder, (8) x) providing indemnification to officers and directors, , (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10xi) repurchases of Indebtedness including through open market purchases and Dutch auctions, permitted hereunder, (11xii) transactions in connection with any reorganization or other similar activities incidental to Permitted Acquisitions or similar Investments consummated by among Holdings, the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities their respective Subsidiaries related to Tax planning and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, reorganization and (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13xiii) any activities incidental or reasonably related to the foregoing.

Holdings. Holdings shall not Solely with respect Holdings: (a) engage in any material operating business or business activities; provided that activity other than (i) the following ownership and any acquisition of Equity Interests in the Parent and its Subsidiaries, together in each case with activities related, ancillary or incidental thereto shall be permitted thereto, (ii) the actions required or advisable by law to maintain its existence and separate corporate or other legal structure, (iii) the payment of taxes and other customary obligations, (iv) the issuance, sale and redemption of Qualified Equity Interests, (v) the receipt, holding (but not in any event: excess of five (15) its ownership days) and further distribution of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment proceeds of Restricted Payments permitted by Section 9.3, (vi) the holding of directors’ and shareholders’ meetings, preparation of corporate and similar records and other amounts in respect of Equity Interests, activities required or advisable to maintain its existence and separate corporate or other legal structure, (2vii) the maintenance preparation of its legal existence (including the ability reports to, and notices to incur and payfilings with, as applicable, fees, costs Governmental Authorities and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale holders of its Equity Interests, , and (viii) other activities related, ancillary or incidental to its maintenance and continuance and to the foregoing activities, (b) (i) hold any asset other than Equity Interests in the Parent (other than the proceeds of Restricted Payments that it is allowed to hold for no longer than five (5) financing activitiesdays), including the issuance (ii) incur, or have any obligation with respect to, any Debt or (iii) issue any Disqualified Equity Interests, (c) hold proceeds of securitiesQualified Equity Interests issued by it for longer than three (3) Business Days, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6d) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or make any Restricted Subsidiary Payment other than Restricted Payments permitted by Section 9.3 or (e) cease to remain Parent’s sole managing member (as provided in Parent’s limited liability company agreement as in effect on the extent expressly permitted under this Article VII, and Closing Date). For the avoidance of doubt any proceeds of Equity Interest that are received by Holdings shall be contributed by it to Parent as an equity Investment in Parent within three (133) any activities incidental or reasonably related to the foregoingBusiness Days after receipt of such proceeds.

Holdings. (1) Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3iii) the performance of its obligations with respect to the TransactionsLoan Documents, the Acquisition AgreementABL Documents, the Loan Documents Senior Secured Notes and the Senior Secured Notes Indenture, and any other documents governing Indebtedness permitted herebyPari Passu Lien Debt or equipment or commercial building financings, (4iv) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6vi) if applicable, participating in Taxtax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.05 pending distribution thereof to the applicable Parent Company (but not operate any property), (8) viii) providing indemnification to officers and directors, (9ix) conducting, transacting or otherwise engaging in any business or operations of the type that it conducts, transacts or engages in on the Closing Date, (x) any transaction that Holdings is permitted to enter into or consummate under the Loan Documents, the Term Documents, the Senior Secured Notes Indenture, other Pari Passu Lien Obligations or equipment financings and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under the Loan Documents, the Term Documents, the Senior Secured Notes Indenture, other Pari Passu Lien Obligations or equipment or commercial building financings, (xi) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (11xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12xiv) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VIISection 7, (xv) subject to the requirements of Section 7.11(2), its ownership of the Act 9 Bonds, and (13) any activities incidental or reasonably related to the foregoing.