Common use of Limitation on Activities of Holdings Clause in Contracts

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations or own any assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower its Subsidiaries and the Subsidiaries of the Borrower activities incidental thereto and those incidental to Investments by or in Holdings permitted hereunderhereunder and activities incidental thereto, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) the making of Restricted Payments permitted to be made by Holdings pursuant to Section 6.05, (v) the extent receipt of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.66.05, (vi) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyLoan Documents, (vii) to participating in tax, accounting and other administrative matters as a member of the extent that Section 7 expressly permits consolidated group of Holdings and the Borrower or a Restricted Subsidiary to enter into a transaction with HoldingsBorrower, (viii) holding any other property received by it as a distribution from any of its Subsidiaries and making further distributions with such property, (ix) providing indemnification to officers, managers and directors, (x) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with Requirements of Law, (xi) filing tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any taxes), (xii) entering into and performance of obligations with respect to contracts and other arrangements in connection with the activities contemplated by this Section 6.13, (xiii) the preparation of reports to any Governmental Authority and to its shareholders, (xiv) the performance of obligations under and compliance with its Organizational Documents, any demands or requests from or requirements of a Governmental Authority or any Requirement of Law, order, judgment, decree or permit, including as a result of or in preparation for an initial public offering and connection with the activities of its Subsidiaries; (ixxv) any activities incidental to the foregoing activitiesor customary for passive holding companies, and (xvi) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.13; or (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations, (ii) Guarantee Obligations in respect of Indebtedness incurred under Section 6.01(d), (iii) Indebtedness specifically permitted to be incurred by Holdings under Section 6.01, (iv) obligations with respect to its Equity Interests, (v) non-consensual obligations imposed by operation of law, and (vi) obligations pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.13.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, : (a) Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations or own any material assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower Arrow Bidco and the activities incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderArrow Bidco), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) holding cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests and the making of Restricted Payments Dividends permitted to be made by Holdings pursuant to Section 10.2.6, (vii) the extent receipt of Restricted Payments Dividends permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, 10.2.6 and (viviii) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to any of the foregoing activitiesforegoing; and (b) Holdings shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee Obligations in respect of Indebtedness permitted by Section 10.2.1, (iii) Liens permitted to be incurred pursuant to Section 10.2.2, (iv) obligations with respect to its Equity Interests and (v) non-consensual obligations imposed by operation of law.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower Intermediate Holdings and (indirectly) Xxxxx, the Subsidiaries of the Borrower Xxxxx and those incidental to Investments by or in Holdings permitted hereunder, (ii) those incidental to the issuance of and performance under the ABL Facility, any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employeesemployees (including but not limited to payment or reimbursement of indemnification obligations to its directors or officers and payment of board of directors fees), (iiiiv) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (ivv) the making of Restricted Payments engaging in activities incidental to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6being a public company, (vvi) the receipt and payment of Restricted Payments permitted under Section 7.67.6 and (vii) the other transactions expressly permitted under this Section 7.16; or (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) Junior Indebtedness permitted by Section 7.2(m), (ii) nonconsensual obligations imposed by operation of law, (iii) pursuant to the Loan Documents to which it is a party, (iv) obligations with respect to its Capital Stock and options in respect thereof (v) in respect of the ABL Facility or any Credit Agreement Refinancing Indebtedness (or any Permitted Amendment or Refinancing or any of the foregoing), (vi) those related obligations to the Transactions its employees, officers and in connection with the Merger Documents directors not prohibited hereunder, and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activitiesguarantees permitted by 7.2(e)(iii).

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, : (a) Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations or own any material assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Administrative Borrower and the Xxxxxxxx Scotsman México, S. de X.X. de C.V. and activities incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of the Administrative Borrower and those incidental to Investments by or in Holdings permitted hereunderXxxxxxxx Scotsman México, S. de X.X. de C.V.), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) holding Cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests and the making of Restricted Payments to Dividends, (vii) the extent receipt of Restricted Payments Dividends permitted to be made to Holdings under Section 9.2.6 and (viii) incurring Indebtedness, or creating, assuming or suffering to exist Liens pursuant to Section 7.6, clause (vb) the receipt below and payment of Restricted Payments permitted under Section 7.6, (viix) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to any of the foregoing activitiesforegoing; and (b) Holdings shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee Obligations in respect of Indebtedness that is permitted by Section 9.2.1, (iii) obligations with respect to its Equity Interests and (iv) non-consensual obligations imposed by operation of law.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and (indirectly) the Restricted Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder(including the issuance of preferred Capital Stock (other than Disqualified Capital Stock) in consideration for the purchase of its Capital Stock from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of Holdings, the Borrower or any Restricted Subsidiary upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Second Lien Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.6, 7.6 and (vi) those related the other transactions expressly permitted under this Section 7.16; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Transactions Obligations and the obligations under the Second Lien Loan Documents, (ii) obligations with respect to its Capital Stock, (iii) tax liabilities and liabilities for expenses incurred in connection with the Merger Documents maintenance of its existence and (iv) the other agreements contemplated thereby transactions expressly permitted under this Section 7.16; (c) own, lease, manage or hereby, otherwise operate or transfer any properties or assets (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, including cash (viii) activities other than cash received in connection with or Qualified Equity Issuances and dividends paid by the Borrower in preparation for an initial public offering accordance with Section 7.6 pending application in the manner contemplated by said Section) other than (i) the ownership of shares of Capital Stock of the Borrower and de minimus amounts of other assets incidental to its business and (ixii) activities incidental so long as no Default or Event of Default shall have occurred and be continuing, the transfer by Holdings of Capital Stock of the Borrower to present or former officers, directors, consultants or employees of Holdings or its Subsidiaries, their estates, spouses or former spouses and their heirs, provided that (i) such Capital Stock shall be immediately repurchased by the foregoing activitiesBorrower, (ii) any consideration paid by the Borrower for such repurchase is permitted by Section 7.6(d) and (iii) the other transactions expressly permitted under this Section 7.16; or (d) 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 Property or business.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has will not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderAMRC, (ii) activities incidental to the maintenance of its existence legal existence, including the ability to incur fees, costs and compliance expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iv) any activities relating to the corporate governance of Holdings and its Subsidiaries (v) the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness or Contingent Obligation permitted to be incurred or made by it under Section 7.2, (vi) the performance of its obligations under investor rights agreements, voting agreements, stock option agreements, stock purchase agreements and administration of its relationships with current, prospective or former holders of its Equity Interests, including stockholder communications and notice requirements, (vii) any public or private offering of its Equity Interests or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including activities relating to qualification of the registration or qualification requirements of applicable laws federal or state securities regulations or necessary in order to rely upon exemptions from such requirements and entry into any registration rights or similar agreement with respect to its Equity Interests, including the costs, fees and expenses related thereto, (viii) any transaction that Holdings is permitted to enter into or consummate under Article VII (including, but not limited to, the making of any dividend, distribution, repurchase, redemption, purchase or other restricted payment permitted by Section 7.2.7 or holding of any cash or Cash Equivalent Investments received in connection with the foregoing that is made in accordance with Section 7.2.7 pending application thereof in the manner contemplated by Section 7.2.7, the incurrence of any Indebtedness permitted to be incurred by it under Section 7.2.2 and the making of any Investment permitted to be made by it under Section 7.2.6), (ix) holding of any cash or Cash Equivalent Investments received in connection the issuance and sale of its Equity Interests, (x) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues, valuation and activities relating to its employeesinvestment banking services and paying taxes, (iiixi) providing indemnification to officers and directors and as otherwise permitted in Section 7.2.12, (xii) maintenance or establishment and administration of stock incentive plans and (xiii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities reasonably incidental to the foregoing activitiesbusiness or activities described in clauses (i) to (xii) of this paragraph.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): Holdings: conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) the entry into and activities relating to the performance of obligations under in respect of (A) the Loan Documents and Documents, the Mezzanine Loan Documents Senior Unsecured Notes Documents, any other agreement to which it is a party on the Closing Date or expressly any agreement governing Indebtedness permitted thereunderto be incurred under Section 6.01; any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorship, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.66.06, (viv) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (viivi) to the extent that Section 7 Article VI expressly permits Holdings and the Borrower or a Restricted Subsidiary Subsidiaries to enter into a transaction with Holdings, (viiivii) activities in connection with or in preparation for an initial a public offering offering, (viii) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (ix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (x) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, and (ixxi) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (ia) contingent or indemnification obligations not then due and (iib) obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the 2008 Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public any debt or equity offering of securities by Parent or any Subsidiary of Parent, (ix) the BAH Merger and (ixx) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on customary terms agreed to by the Borrower and the applicable Issuing LenderBank acting reasonably) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Second Lien Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viiivii) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to other Investments by or in Holdings permitted hereunder(including the issuance of preferred Capital Stock (other than Disqualified Capital Stock) in consideration for the purchase of its Capital Stock from present or former Employees (and their spouses, former spouses, heirs, estates and assigns) of any Group Member or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws Laws and legal, tax and accounting matters related thereto and activities relating to its employeesthereto, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents any Specified Junior Debt Facility to which it is a party or expressly in respect of which Holdings is a guarantor or any other Indebtedness otherwise permitted thereunderhereunder for which Holdings provides a guarantee, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.6, (v) preparing reports to Governmental Authorities and to its shareholders, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyproviding indemnification for its Employees, (vii) to making payments of the extent that type permitted under Section 7 expressly permits 7.9 and the Borrower performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or a Restricted Subsidiary to enter Investments consisting of Guarantee Obligations (other than in respect of Indebtedness) entered into a transaction with Holdingsin the ordinary course of business, (viii) activities in connection with or in preparation for an initial public offering the other transactions expressly permitted under this Section 7.11 and (ix) activities incidental to any of the foregoing; (b) incur, create, assume or suffer to exist any Indebtedness or any Liens on its assets, except (i) the Indebtedness incurred by Holdings under the Loan Documents (and any Permitted Refinancing Debt in respect of the Indebtedness thereunder) and any Specified Junior Debt Facility or otherwise in connection with the Transactions, (ii) Guarantee Obligations or other obligations of the Group Members that are otherwise permitted hereunder, (iii) the Liens created under the Security Documents to which it is a party (and, in each case, under the security documents entered into in connection with any Permitted Refinancing Debt in respect thereof) and, subject to the applicable Acceptable Intercreditor Agreement, any security documents relating to a Specified Junior Debt Facility, (iv) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, (v) Permitted Liens arising in the ordinary course of business or by operation of Law and (vi) the other transactions expressly permitted under this Section 7.11; (c) own, lease, manage or otherwise operate or transfer any properties or assets (including cash other than (i) the ownership of shares of Capital Stock of the Borrower and de minimis amounts of other assets incidental to its business, (ii) (A) cash, Cash Equivalents and other assets received in connection with Restricted Payments permitted under Section 7.6 received from any of its Subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 7.2, (iii) the other transactions expressly permitted under this Section 7.11 and (iv) assets temporarily held by Holdings pending contribution to the Borrower or any other Group Member); (d) 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 Property or business; or (e) change its fiscal year from December 31; provided, however, that Holdings may, upon written notice to, and consent by, the Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and the other Loan Documents that are necessary in order to reflect such change in financial reporting. Notwithstanding anything herein to the contrary, Holdings may merge or consolidate with or into any other Person (other than the Borrower) so long as: (i) Holdings shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which Holdings is not the continuing or surviving Person, the Person formed by or surviving any such merger or consolidation shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (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 assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, consolidation or liquidation or would result from such merger, consolidation or liquidation, (iv) each Subsidiary Guarantor, unless it is the other party to such merger or consolidation, or unless the Successor Holdings is Holdings, shall have by a supplement to the Guarantee and Collateral Agreement in form reasonably satisfactory to the Administrative Agent confirmed that its obligation under the Guarantee and Collateral Agreement shall apply to the Successor Holdings’ obligations under this Agreement, (v) the Successor Holdings shall, immediately following such merger, consolidation or liquidation directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, consolidation or liquidation; (vi) the Secured Parties’ rights and remedies under the Loan Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by the Successor Holdings, and the Successor Holdings’ obligations under the Guarantee and Collateral Agreement, will not be impaired in any manner as a result of such merger, consolidation or liquidation and (vii) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, consolidation or liquidation does not violate this Agreement or any other Loan Document; provided that, if the foregoing activitiesare satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under this Agreement; provided, further, that the Borrower agrees to provide any documentation and other information regarding the Successor Holdings as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other First Lien Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and (indirectly) the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the First Lien Loan Documents and the Mezzanine Second Lien Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, 7.6 and (vi) those related the other transactions expressly permitted under this Section 7.16; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (I) unsecured Indebtedness; provided that (v) no scheduled principal payments, prepayments, redemptions or sinking fund or like payments shall be required prior to the Transactions maturity date of the Second Lien Loans, (w) no payment of interest in cash shall be required prior to the fifth anniversary of the issuance of such Indebtedness, (x) such Indebtedness shall have terms which shall be no more restrictive in any respect on the Loan Parties than the provisions of the Second Lien Loans, (y) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom and (z) immediately after giving effect to the issuance of such Indebtedness, (i) Holdings shall be in compliance with Section 7.1 and (ii) the Consolidated Total Leverage Ratio for the most recently ended period of four consecutive fiscal quarters of Holdings shall not exceed 4.75:1.00 for such period (in each case, calculated as if such Indebtedness had been incurred on the first day of such period ending on or prior to such date), (II) nonconsensual obligations imposed by operation of law, (III) pursuant to the First Lien Loan Documents and Second Lien Loan Documents to which it is a party, (IV) obligations to its employees, officers and directors not prohibited hereunder and (V) obligations under the Acquisition Agreement (as in effect on the Closing Date); (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits dividends paid by the Borrower in accordance with Section 7.6 pending application in the manner contemplated by said Section and Cash Equivalents or a Restricted Subsidiary to enter into a transaction with Holdingscash borrowed under Section 7.16(b)) other than the ownership of shares of Capital Stock of the Borrower; or (d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activitiessuffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to other Investments by or in Holdings permitted hereunder(including the issuance of preferred Capital Stock (other than Disqualified Capital Stock) in consideration for the purchase of its Capital Stock from present or former Employees (and their spouses, former spouses, heirs, estates and assigns) of any Group Member or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws Laws and legal, tax and accounting matters related thereto and activities relating to its employeesthereto, (iii) activities relating to the performance of obligations under the Loan Documents Documents, the Second Lien Term Loan Agreement and any “Loan Documents” under and as defined in the Mezzanine Second Lien Term Loan Documents Agreement and any Specified Junior Debt Facility to which it is a party or expressly in respect of which Holdings is a guarantor or any other Indebtedness otherwise permitted thereunderhereunder for which Holdings provides a guarantee, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.6, (v) preparing reports to Governmental Authorities and to its shareholders, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyproviding indemnification for its Employees, (vii) to making payments of the extent that type permitted under Section 7 expressly permits 7.9 and the Borrower performance of its obligations under any document, agreement and/or Investment contemplated by the First Amendment Transactions or a Restricted Subsidiary to enter Investments consisting of Guarantee Obligations (other than in respect of Indebtedness) entered into a transaction with Holdingsin the ordinary course of business, (viii) activities in connection with or in preparation for an initial public offering the other transactions expressly permitted under this Section 7.11 and (ix) activities incidental to any of the foregoing activities.foregoing; (b) incur, create, assume or suffer to exist any Indebtedness or any Liens on its assets, except (i) the Indebtedness incurred by Holdings under the Loan Documents (and any Permitted Refinancing Debt in respect of the Indebtedness thereunder), the Second Lien Term Loan Agreement and any “Loan Documents” under and as defined in the Second Lien Term Loan Agreement and any Specified Junior Debt Facility or otherwise in connection with the First Amendment Transactions, (ii) Guarantee Obligations or other obligations of the Group Members that are otherwise permitted hereunder, (iii) the Liens created under the Security Documents to which it is a party (and, in each case, under the security documents entered into in connection with any Permitted Refinancing Debt in respect thereof) and, subject to the Intercreditor Agreement and the applicable Acceptable Intercreditor Agreement, any security documents relating to aany Specified Junior Debt Facility, (iv) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, (v) Permitted Liens arising in the ordinary course of business or by operation of Law and (vi) the other transactions expressly permitted under this Section 7.11;

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Second Lien Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and (indirectly) the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the First Lien Loan Documents and the Mezzanine Second Lien Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.66.5, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, 6.5 and (vi) those related the other transactions expressly permitted under this Section 6.15; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (I) unsecured Indebtedness; provided that (v) no scheduled principal payments, prepayments, redemptions or sinking fund or like payments shall be required prior to the Transactions maturity date of the Second Lien Loans, (w) no payment of interest in cash shall be required prior to the fifth anniversary of the issuance of such Indebtedness, (x) such Indebtedness shall have terms which shall be no more restrictive in any respect on the Loan Parties than the provisions of the Second Lien Loans, (y) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom and (z) immediately after giving effect to the issuance of such Indebtedness, (i) Holdings shall be in compliance with Section 6.16 and (ii) the Consolidated Total Leverage Ratio for the most recently ended period of four consecutive fiscal quarters of Holdings shall not exceed 5.00:1.00 for such period (in each case, calculated as if such Indebtedness had been incurred on the first day of such period ending on or prior to such date), (II) nonconsensual obligations imposed by operation of law, (III) pursuant to the First Lien Loan Documents and Second Lien Loan Documents to which it is a party, (IV) obligations to its employees, officers and directors not prohibited hereunder and (V) obligations under the Acquisition Agreement (as in effect on the Closing Date); (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits dividends paid by the Borrower in accordance with Section 6.5 pending application in the manner contemplated by said Section and Cash Equivalents or a Restricted Subsidiary to enter into a transaction with Holdingscash borrowed under Section 6.15(b)) other than the ownership of shares of Capital Stock of the Borrower; or (d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activitiessuffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, ------------------------------------ notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries its Subsidiaries, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of the Borrower and those incidental to Investments by or in Holdings permitted hereunderlaw, (ii) activities incidental pursuant to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunderparty, (iii) obligations with respect to its Capital Stock, (iv) obligations under the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6Acquisition Documentation, (v) obligations as assignee obligor or guarantor with respect to contracts or other arrangements acquired or assumed as part of, or in connection with, the receipt Acquisition, and payment extensions, renewals and replacements thereof, and other similar contracts and arrangements entered into with customers, suppliers and vendors after the Closing Date and (vi) Indebtedness permitted to be incurred by it and Hedge Agreements permitted to be entered into by it under Sections 7.2 and 7.19, respectively, or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with (i) dividends made by its Subsidiaries in accordance with Section 7.6 pending application in the manner contemplated by said Section or (ii) the issuance by Holdings of Restricted Payments its equity securities) and cash equivalents) other than (A) the ownership of shares of Capital Stock of its Subsidiaries and other Investments permitted under Section 7.6, 7.8 and (viB) those related to the Transactions and temporary ownership of assets acquired in connection with the Merger Documents and other agreements contemplated thereby a merger, consolidation or hereby, (vii) to the extent that Disposition permitted under Section 7 expressly permits the Borrower 7.4 or a Restricted Subsidiary to enter into a transaction with HoldingsPayment permitted under Section 7.6 pending the contribution or transfer thereof permitted under Section 7.4, (viii) activities in connection with 7.5 or in preparation for an initial public offering and (ix) activities incidental to the foregoing activities7.8.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, : (a) Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations or own any material assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower WS International and the activities incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderWS International), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) holding Cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests and the making of Restricted Payments Dividends permitted to be made by Holdings pursuant to Section 10.2.6, (vi) the extent receipt of Restricted Payments Dividends permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, 10.2.6 and (vivii) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to any of the foregoing activitiesforegoing; and (b) Holdings shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee Obligations in respect of Indebtedness permitted by Section 10.2.1, (iii) Liens permitted to be incurred pursuant to Section 10.2.2, (iv) obligations with respect to its Equity Interests and (v) non-consensual obligations imposed by operation of law.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, : (a) Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations or own any material assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower WS International and the activities incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderWS International), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) holding Cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests and the making of Restricted Payments to Dividends, (vii) the extent receipt of Restricted Payments Dividends permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, 9.2.6 and (viviii) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to any of the foregoing activitiesforegoing; and (b) Holdings shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee Obligations in respect of Indebtedness that is permitted by Section 9.2.1, (iii) obligations with respect to its Equity Interests and (iv) non-consensual obligations imposed by operation of law.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, : (a) Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations or own any material assets other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Administrative Borrower and the Wxxxxxxx Scotsman México, S. de R.X. de C.V. and activities incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of the Administrative Borrower and those incidental to Investments by or in Holdings permitted hereunderWxxxxxxx Scotsman México, S. de R.X. de C.V.), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents documentation governing other permitted Indebtedness to which it is a party or expressly permitted thereunderparty, (iv) holding Cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests and the making of Restricted Payments to Dividends, (vii) the extent receipt of Restricted Payments Dividends permitted to be made to Holdings under Section 9.2.6 and (viii) incurring Indebtedness, or creating, assuming or suffering to exist Liens pursuant to Section 7.6, clause (vb) the receipt below and payment of Restricted Payments permitted under Section 7.6, (viix) those activities related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to any of the foregoing activitiesforegoing; and (b) Holdings shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee Obligations in respect of Indebtedness that is permitted by Section 9.2.1, (iii) obligations with respect to its Equity Interests and (iv) non-consensual obligations imposed by operation of law.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower Borrower, OKC and (indirectly) the Restricted Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder(including the issuance of Qualified Capital Stock in consideration for the purchase of its Capital Stock from its direct or indirect parent), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of the OKC Obligations and obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of amounts received from OKC or Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of payments from OKC or Restricted Payments permitted under Section 7.6, (vi) those related declaring and making dividend payments or other distributions payable solely in its Qualified Capital Stock, (vii) the incurring of Indebtedness by Holdings to the Transactions extent such Indebtedness would be permitted to be incurred by the Borrower or any Restricted Subsidiary pursuant to Sections 7.2(i) and 7.2(n), or pursuant to the (1) OKC Obligations in an aggregate amount not to exceed $5,700,000 plus accrued and unpaid interest and fees or (2) Holdings Letter of Credit in an aggregate amount not to exceed $300,000; provided that such Holdings Letter of Credit shall be fully Cash Collateralized or backstopped, (viii) liens securing the Holdings Letter of Credit and (ix) the other transactions expressly permitted under this Section 7.14; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations, (ii) obligations with respect to its Capital Stock (other than Disqualified Stock), (iii) tax liabilities and liabilities for expenses incurred in connection with the Merger Documents and other agreements contemplated thereby or herebymaintenance of its existence, (viiiv) the OKC Obligations in an aggregate amount not to exceed $5,700,000 plus accrued and unpaid interest and fees and (v) the extent that other transactions expressly permitted under this Section 7 expressly permits the Borrower 7.14 and Section 7.9(b)(i)(A)(y); (c) own, lease, manage or a Restricted Subsidiary to enter into a transaction with Holdings, otherwise operate or transfer any properties or assets (viii) activities including cash (other than cash received in connection with or Qualified Equity Issuances and dividends paid by the Borrower in preparation for an initial public offering accordance with Section 7.6 pending application in the manner contemplated by said Section)) other than (i) the ownership of shares of Capital Stock of the Borrower and OKC and de minimis amounts of other assets incidental to its business, (ii) the transfer by Holdings of any interest in OKC, and (ixiii) activities incidental so long as no Default or Event of Default shall have occurred and be continuing, (A) the transfer by Holdings of Capital Stock of its direct or indirect parent to present or former officers, directors, consultants or employees of Holdings or its Subsidiaries, their estates, spouses or former spouses and their heirs and (B) the foregoing activitiesother transactions expressly permitted under this Section 7; or (d) 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 Property or business.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding : (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and (indirectly) the Restricted Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder(including the issuance of Qualified Capital Stock in consideration for the purchase of its Capital Stock from its direct or indirect parent), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of the obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.6, (vi) those related declaring and making dividend payments or other distributions payable solely in its Qualified Capital Stock, (vii) the incurring of Indebtedness by Holdings to the Transactions extent such Indebtedness would be permitted to be incurred by the Borrower or any Restricted Subsidiary pursuant to Sections 7.2(i) and 7.2(n) and (ix) the other transactions expressly permitted under this Section 7.14; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations, (ii) Guarantee Obligations with respect to any Incremental Commitments, Incremental Equivalent Debt, Junior Indebtedness, Refinancing Facilities, and Refinancing Incremental Equivalent Debt, in each case, that is permitted to be incurred hereunder, (iii) obligations with respect to its Capital Stock (other than Disqualified Stock), (iv) tax liabilities and liabilities for expenses incurred in connection with the Merger Documents maintenance of its existence and (v) the other agreements contemplated thereby transactions expressly permitted under this Section 7.14 and Section 7.9(b)(i)(A)(y); (c) own, lease, manage or hereby, otherwise operate or transfer any properties or assets (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, including cash (viii) activities other than cash received in connection with or Qualified Equity Issuances and dividends paid by the Borrower in preparation for an initial public offering accordance with Section 7.6 pending application in the manner contemplated by said Section)) other than (i) the ownership of shares of Capital Stock of the Borrower and de minimis amounts of other assets incidental to its business and (ixii) activities incidental so long as no Default or Event of Default shall have occurred and be continuing, (A) the transfer by Holdings of Capital Stock of its direct or indirect parent to present or former officers, directors, consultants or employees of Holdings or its Subsidiaries, their estates, spouses or former spouses and their heirs and (B) the foregoing activitiesother transactions expressly permitted under this Section 7; or (d) 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 Property or business.

Limitation on Activities of Holdings. In the case of Holdings only(and, if applicable, Successor Holdings), notwithstanding anything to the contrary in this Agreement or any other Loan DocumentDocument (a) (i) own any direct Subsidiary other than the US Borrower or a Subsidiary that will promptly be contributed to or merged into the US Borrower or a Subsidiary Guarantor, Holdings shall not, so long as (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the US Borrower and the applicable Issuing LenderRestricted Subsidiaries) unless such Investment will promptly be contributed to the US Borrower or a Subsidiary Guarantor, (iii) incur any Indebtedness other than any Indebtedness incurred by Holdings in accordance with Section 6.2 (including its Guarantee Obligations in respect of the Obligations hereunder and other Indebtedness of the US Borrower and its Restricted Subsidiaries that is permitted to be incurred by such Persons hereunder) or (iv) create any Loan or other amount is owing to any Lender or any Agent hereunder Lien on the Capital Stock of the US Borrower (other than Permitted Liens) or (ib) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderUS Borrower, (ii) activities incidental to the maintenance of its legal existence (including the ability to incur fees, costs and compliance with applicable laws and legal, tax and accounting matters related thereto and activities expenses relating to its employeessuch maintenance), (iii) activities relating to the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunderclause (a)(iii) above, (iv) the making of Restricted Payments any transaction that Holdings is expressly permitted or contemplated to the extent of Restricted Payments permitted to be made to Holdings pursuant to enter into or consummate under this Section 7.66, (v) the receipt and issuance of Capital Stock, payment of Restricted Payments permitted under Section 7.6dividends, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments, in each case subject to any applicable limitations described in clause (a)(iii) above, (vi) those related to the Transactions and participating in connection with the Merger Documents tax, accounting and other agreements contemplated thereby or herebyadministrative matters as a member of a consolidated group of companies, (vii) to holding any cash or property received in connection with Restricted Payments made by the extent that US Borrower in accordance with Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, 6.6 pending application thereof and (viii) activities in connection with or in preparation for an initial public offering providing indemnification to officers and directors and (ix) activities incidental to the businesses or activities described in the foregoing activitiesclauses (i) through (viii).

Limitation on Activities of Holdings. In If a Holding Company Election has been made by Borrower and Holdings has joined this Agreement pursuant to the terms hereof, then, in the case of Holdings only, only and notwithstanding anything to the contrary in this Agreement or any other Loan Credit Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to other Investments by or in Holdings permitted hereunder(including the issuance of preferred capital stock (other than Disqualified Capital Stock) in consideration for the purchase of its capital stock from present or former employees (and their spouses, former spouses, heirs, estates and assigns) of any Credit Party or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws Laws and legal, tax and accounting matters related thereto and activities relating to its employeesthereto, (iii) activities relating to the performance of obligations under the Loan Documents Credit Documents, any other Indebtedness permitted hereunder and the Mezzanine Loan Documents any Gaming/Racing Lease to which it is a party or expressly in respect of which Holdings is a guarantor or any other Indebtedness otherwise permitted thereunderhereunder for which Holdings provides a Guarantee, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.610.06 (it being understood that, notwithstanding anything to the contrary herein, Holdings shall be permitted to make any Restricted Payment that would be permitted to be made by Borrower (and without limiting the foregoing, with the proceeds of any Restricted Payment made by Borrower to Holdings)), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) those related to providing customary indemnification for its employees in the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyordinary course of business, (vii) to making payments of the extent that Section 7 expressly permits type permitted under Sections 10.07 and 10.09 and the Borrower performance of its obligations under any document, agreement and/or Investment contemplated by the transactions hereunder or a Restricted Subsidiary to enter Investments consisting of Guarantees (other than in respect of Indebtedness) entered into a transaction with Holdingsin the ordinary course of business and otherwise permitted hereunder, (viii) activities in connection with or in preparation for an initial public offering the other transactions expressly permitted under this Section 10.13 and (ix) activities incidental to any of the foregoing. Notwithstanding anything herein to the contrary, Holdings may merge or consolidate with or into any other Person (other than Borrower) so long as: (i) Holdings shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which Holdings is not the continuing or surviving Person, the Person formed by or surviving any such merger or consolidation shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (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 assume all the obligations of Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, consolidation or liquidation or would result from such merger, consolidation or liquidation, (iv) each Guarantor, unless it is the other party to such merger or consolidation, or unless the Successor Holdings is Holdings, shall have by a supplement to this Agreement in form reasonably satisfactory to Administrative Agent confirmed that its obligation under the Guaranty shall apply to the Successor Holdings’ obligations under this Agreement, (v) the Successor Holdings shall, immediately following such merger, consolidation or liquidation directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, consolidation or liquidation; (vi) the Secured Parties’ rights and remedies under the Credit Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by the Successor Holdings, and the Successor Holdings’ obligations under the Guaranty and under the Security Agreement, will not be impaired in any manner as a result of such merger, consolidation or liquidation; (vii) if reasonably requested by Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, consolidation or liquidation does not violate this Agreement or any other Credit Document; and (viii) immediately after giving effect to such merger, consolidation or liquidation on a Pro Forma Basis as of the last day of the most recently-ended Test Period, Borrower shall be in compliance with the Financial Maintenance Covenant (regardless of whether then applicable); provided that, if the foregoing activitiesare satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under this Agreement; provided, further, that Borrower agrees to provide any documentation and other information regarding the Successor Holdings as shall have been reasonably requested in writing by any Lender through Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither Holdings shall notshall, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been (i) cash collateralized or backstopped, in each case (ii) backstopped on terms agreed reasonably acceptable to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and due): (iia) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its the ownership of the Capital Stock of, in the case of Holdings, the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereundernot prohibited hereunder o, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its Holdings’ employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it Holdings is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyTransactions, (vii) in the case of Holdings, other financing activities, (viii) activities in connection with or in preparation for a Holdings IPO, and (ix) in the case of Holdings, to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, . (viiib) activities permit any Liens on the Capital Stock of the Borrower other than Liens in connection with or in preparation for an initial public offering favor of the Lenders and (ix) activities incidental to the foregoing activitiesnon-consensual Liens arising by operation of law.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, ------------------------------------ notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, and (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.611.6, (vib) those related incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Transactions Loan Documents to which it is a party, (iii) obligations with respect to its Capital Stock, or the Exchangeable Shares, (iv) obligations to its employees, officers and directors not prohibited hereunder or (v) obligations under the Transaction Documents as in effect on the date hereof or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Restricted Payments made by a Borrower in accordance with Section 11.6 pending application in the Merger Documents manner contemplated by said Section) and cash equivalents) other agreements contemplated thereby or hereby, (vii) to than the extent that Section 7 expressly permits ownership of shares of Capital Stock of the Borrower or a Restricted direct Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with owned by it on the Closing Date or in preparation for an initial public offering and (ix) activities incidental respect of notes issued to Holdings by management in respect of the foregoing activitiespurchase of its Capital Stock or Exchangeable Shares.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, ------------------------------------ notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, and (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.611.6, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents to which it is a party, (iii) obligations with respect to its Capital Stock, or the Exchangeable Shares, (iv) obligations to its employees, officers and directors not prohibited hereunder, (v) Guarantee Obligations permitted under Section 11.2(l) or (vi) those related to obligations under the Transactions and Transaction Documents as in effect on the date hereof or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Restricted Payments made by a Borrower in accordance with Section 11.6 pending application in the Merger Documents manner contemplated by said Section) and cash equivalents) other agreements than the ownership of shares of Capital Stock of the direct Subsidiary owned by it on the Original Closing Date or in respect of notes issued to Holdings by management in respect of the purchase of its Capital Stock or Exchangeable Shares. Notwithstanding the foregoing, Holdings may engage in the transactions contemplated thereby or herebyby the terms of the 2000 Subordinated Notes and the 2000 Warrants and may consummate the IPO and the Pensar Acquisition; provided, (vii) however, that Holdings shall contribute the -------- ------- capital stock of Pensar to the extent that Section 7 expressly permits U.S. Borrower immediately upon the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to consummation of the foregoing activitiesPensar Acquisition.