Common use of Holdings Clause in Contracts

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occurIn the case of Holdings, Holdings shall not (a) conduct, transact or otherwise engage in any material business or operations other than Indebtedness in respect the following (and activities incidental thereto): (i) Holdings’ ownership of loans and advances by the Equity Interests of the Borrower and its other direct and indirect Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations, including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiaries Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest 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 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 7.06 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 Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, create(viii) making Investments in the Borrower or, incurthrough the Borrower, assume to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) 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, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or suffer independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to exist 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 Indebtedness unless direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that included Holdings and the Borrower, (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with (A) Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, (B) contributions to its capital or in exchange for the issuance of Equity Interests (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)) and (C) Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to 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, (xiii) making Investments in assets that are Cash Equivalents at the time any such Indebtedness Investment is made, (“xiv) activities incidental to the consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Debt”) (i) is not guaranteed Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of its Restricted Subsidiariesacquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (iixvi) will not mature prior to so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall be the date that is ninety-one (91) days after continuing or surviving Person or the Maturity Date continuing or surviving Person shall be organized under the Laws of the Term LoansUnited States of America, (iii) has no scheduled amortization any state thereof or payments the District of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash Columbia and shall expressly assume the obligations of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations Holdings under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent reasonably acceptable to the Administrative Agent or (ii) change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with transactions otherwise permitted under Article VIIrespect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or activities described in clauses (i) to (xvi) of this Section 7.13.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder, (iii) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) arising in respect connection with any Permitted Acquisition or other Investment permitted under this Agreement or any Disposition permitted by this Agreement, (iv) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) arising in connection with the repurchase of loans and advances by the Capital Stock of any Parent Company or in connection with any other Restricted Payment, (v) any Indebtedness owing to the Borrower or any Subsidiary to the extent resulting from an Investment permitted by Section 6.05 and its Restricted Subsidiaries otherwise (vi) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) of the type permitted pursuant to by Section 7.066.01(d), create(e), incur(f), assume (g), (l), (o), (s), (aa), (bb) or (ee); (b) create or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents to which it is not guaranteed by the Borrower or any of its Restricted Subsidiariesa party, (ii) will not mature prior to any other Lien created in connection with the date that is ninety-one (91) days after the Maturity Date of the Term LoansTransactions, (iii) has no scheduled amortization Permitted Liens on the Collateral that are secured on a pari passu or payments of principal other than mandatory prepaymentjunior basis with the Secured Obligations, repurchase or redemption provisions customary for holding company debt securities, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) does not require any payments in cash Liens of interest or the type permitted under Section 6.02 (other amounts than in respect of the principal thereof prior to the earlier to occur Indebtedness for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise Dispose of all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the date that Borrower and any of its Subsidiaries) so long as (x) Holdings is four the continuing or surviving Person or (4y) years from if the date Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (any such successor Person or acquirer referred to in clause (B) below, “Successor Holdings”), (i) Successor Holdings shall be an entity organized or existing under the law of the issuance US, any state thereof or incurrence thereof the District of Columbia and (ii) Successor Holdings shall expressly assume all Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (B) the date that is ninety-one Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to other than the Borrower and any of its Subsidiaries) so long as (x) no Change of Control results therefrom, (y) Successor Holdings shall be an entity organized or existing under the Restricted Subsidiaries than those law of the US, any state thereof or the District of Columbia and (z) Successor Holdings shall expressly assume all of the Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent; provided, further, that (1) if the conditions set forth in the Senior Notes Indenturepreceding proviso are satisfied, as Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the law of the Closing DateUS, taken any state thereof or the District of Columbia so long as a whole (determined in such conversion does not adversely affect the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance value of its existence and obligations under Loan Guaranty or the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIICollateral.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Fifth Amendment Effective Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder, (iii) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) arising in respect connection with any Permitted Acquisition or other Investment permitted under this Agreement or any Disposition permitted by this Agreement, (v) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) arising in connection with the repurchase of loans and advances by the Capital Stock of any Parent Company or in connection with any other Restricted Payment, (vi) any Indebtedness owing to the Borrower or any Subsidiary to the extent resulting from an Investment permitted by Section 6.06 and its Restricted Subsidiaries otherwise (vii) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) of the type permitted pursuant to by Section 7.066.01(d), create(e), incur(f), assume (g), (l), (o), (s), (aa), (bb) or (ee); (b) create or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents to which it is not guaranteed by the Borrower or any of its Restricted Subsidiariesa party, (ii) will not mature prior to any other Lien created in connection with the date that is ninety-one (91) days after the Maturity Date of the Term LoansTransactions, (iii) has no scheduled amortization Permitted Liens on the Collateral that are secured on a pari passu or payments of principal other than mandatory prepaymentjunior basis with the Secured Obligations, repurchase or redemption provisions customary for holding company debt securities, so long as such Permitted Liens solely secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) does not require any payments in cash Liens of interest or the type permitted under Section 6.02 (other amounts than in respect of the principal thereof prior to the earlier to occur Indebtedness for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise Dispose of all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the date that Borrower and any of its Subsidiaries) so long as (x) Holdings is four the continuing or surviving Person or (4y) years from if the date Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (any such successor Person or acquirer referred to in clause (B) below, “Successor Holdings”), (i) Successor Holdings shall be an entity organized or existing under the law of the issuance US, any state thereof or incurrence thereof the District of Columbia and (ii) Successor Holdings shall expressly assume all Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (B) the date that is ninety-one Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to other than the Borrower and any of its Subsidiaries) so long as (x) no Change of Control results therefrom, (y) Successor Holdings shall be an entity organized or existing under the Restricted Subsidiaries than those law of the US, any state thereof or the District of Columbia and (z) Successor Holdings shall expressly assume all of the Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent; provided, further, that (1) if the conditions set forth in the Senior Notes Indenturepreceding proviso are satisfied, as Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the law of the Closing DateUS, taken any state thereof or the District of Columbia so long as a whole (determined in such conversion does not adversely affect the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance value of its existence and obligations under Loan Guaranty or the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIICollateral.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing ClosingFifth Amendment Effective Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a As of the date of this Agreement and prior to the Redemption and the Reorganization, the membership units of Holdings Election Event shall occur, set forth on the capitalization table of Holdings shall not set forth in Section 5.3(a)(i) of the Buyer Disclosure Schedule are issued and outstanding and the Class A Interests in Holdings are owned of record and beneficially by the Persons identified in such capitalization table (a) other than Indebtedness subject to reduction in respect of loans membership units forfeited by or repurchased from employees or other service providers prior to Closing and advances transfers permitted by the Borrower Buyer Charter Documents of Holdings). All outstanding membership units of Holdings are duly authorized, have been validly issued and its Restricted Subsidiaries otherwise permitted pursuant are fully paid and non-assessable, and were issued in compliance with applicable securities Laws or exemptions therefrom. As of the date of this Agreement, except for the membership units set forth in Section 5.3(a)(i) of the Buyer Disclosure Schedule, no other Equity Securities of Holdings are issued, reserved for issuance or outstanding. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which members of Holdings may vote are issued or outstanding (or which is convertible into or exchangeable for, Equity Securities having such rights). Other than as set forth on Section 7.065.3(a)(ii) of the Buyer Disclosure Schedules or in connection with the Redemption and the Reorganization, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by there are no rights to subscribe for or to purchase, or any agreements providing for the Borrower issuance (contingent or otherwise) of, any Equity Securities of Holdings; (ii) there are no outstanding obligations of Holdings or any of its Restricted SubsidiariesSubsidiaries to repurchase, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date redeem or otherwise acquire any Equity Securities of the Term Loans, Holdings; (iii) has there are no scheduled amortization outstanding options, warrants, calls, convertible securities, exchangeable securities, rights, puts, commitments or payments agreements of principal other than mandatory prepaymentany character, written or oral, to which Holdings is or will be a party or by which it is bound providing for the issuance, delivery, sale, transfer, registration, disposition or acquisition, repurchase or redemption provisions customary for holding company debt securitiesof any of Holdings’ Equity Securities or obligating Holdings to grant, extend or enter into any such option, warrant, call, convertible security, exchangeable security, right, put, commitment or agreement; (iv) does not require any payments in cash of interest there are no outstanding or authorized stock appreciation, phantom stock or other amounts in similar rights with respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof Holdings; and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenantthere are no stockholder agreements, default and remedy provisions customary for holding company debt securitiesvoting trusts, but in no event more restrictive proxies or other similar contracts, agreements, arrangements, commitments, plans or understandings relating to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenturevoting, as dividend, ownership or transfer rights of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes any Equity Securities of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIIHoldings.