Common use of LIMITATION ON ACTIVITIES Clause in Contracts

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) Neither Holdings nor any Intermediate Holdco shall own or acquire any assets or property or engage in any business activity, other than (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly relating to the offering, sale, issuance, incurrence and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the Obligations, the Senior Subordinated Notes or the Proceeds Loans, (iv) activities undertaken with the purpose of fulfilling any of its other obligations under the Indemnity Documents, the Loan Documents, the Senior Unsecured Notes Documents or the Proceeds Loans Documents, the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings or an Intermediate Holdco may be a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings nor any Intermediate Holdco shall grant any Liens over any of its assets other than to secure the Obligations or to facilitate the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided that such Indebtedness and Liens are subject to the terms of the Intercreditor Agreement in each case; and (i) Holdings shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi); (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties or assets to any Person or group of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses of this Section 6.16(c).

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: Holdings shall not (aA) Neither Holdings nor any Intermediate Holdco shall own conduct, transfer or acquire any assets or property or otherwise engage in any material business activity, other than or operations; provided that the following and any activities incidental to the following shall be permitted: (i) the direct or indirect ownership of Equity Interests in accordance with paragraph (b) belowall of the Capital Stock in, and management of, the Borrower, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and action required by law to maintain its Subsidiariesexistence, (iii) activities directly relating to the offering, sale, issuance, incurrence and servicing, purchase, redemption, amendment, exchange, refinancing or retirement performance of the Obligationsits obligations under this Agreement, the Senior Subordinated Notes other Credit Documents, the ABL Facility, the CapEx Facilities and other agreements contemplated hereby or the Proceeds Loansthereby or other debt, (iv) activities undertaken with any public offering of its Capital Stock and (v) the purpose undertaking of fulfilling any Permitted Reorganization transaction permitted under this Agreement, the payment of dividends and distributions permitted to be made under this Agreement, the making of contributions to the capital of the Borrower, the incurrence of obligations in respect of Parent Entity Expenses or any Related Taxes, the incurrence of Indebtedness permitted to be incurred under this Agreement by Holdings, or the Guaranty of the Indebtedness permitted to be incurred by the Borrower or any Restricted Subsidiary of Holdings under this Agreement (including operating and equipment leases that are not considered to be Indebtedness) or (B) directly or indirectly, create, Incur or permit to exist any Lien on its assets or property that secures obligations under any Indebtedness for borrowed money or any related guarantee on any of its other assets or property unless the Guarantee of the Initial Term Loans is equally and ratably secured with (or on a senior basis to, in the case such Lien secures any Subordinated Indebtedness) the obligations under the Indemnity Documentssecured by such Lien until such time as such obligations are no longer secured by a Lien; provided that, the Loan Documentsforegoing shall not prohibit the Incurrence by Holdings of Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by Holdings, the Senior Unsecured Notes Documents Borrower or the Proceeds Loans Documentsa Restricted Subsidiary or relating to liabilities, the Hedging Agreements and the Spin-Off Documentsobligations or guarantees Incurred, in each case to which it is a partycase, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case ordinary course of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiarybusiness, (ii) the only Indebtedness pursuant to which Holdings honoring by a bank or an Intermediate Holdco may be other financial institution of a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms set forth check, draft or similar instrument drawn against insufficient funds in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings nor any Intermediate Holdco shall grant any Liens over any ordinary course of its assets other than to secure the Obligations or to facilitate the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided business; provided, however, that such Indebtedness and Liens are subject to the terms is extinguished within five Business Days of the Intercreditor Agreement in each case; and (i) Holdings shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi); (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another PersonIncurrence; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate customer deposits and advance payments received in the ordinary course of business from customers for goods or otherwise combine with or into another Person unless services purchased in the surviving or continuing Person at the time ordinary course of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and business; (iv) no Intermediate Holdco shall sellletters of credit, conveybankers’ acceptances, assignguarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred, transferin each case, lease in the ordinary course of business and (v) any customary cash management, cash pooling or otherwise dispose netting or setting off arrangements, in each case, in the ordinary course of all or substantially all of its properties or assets to any Person or group of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses of this Section 6.16(c)business.

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: Holdings shall not (aA) Neither Holdings nor any Intermediate Holdco shall own conduct, transfer or acquire any assets or property or otherwise engage in any material business activity, other than or operations; provided that the following and any activities incidental to the following shall be permitted: (i) the direct or indirect ownership of Equity Interests in accordance with paragraph (b) belowall of the Capital Stock in, and management of, the Borrower, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and action required by law to maintain its Subsidiariesexistence, (iii) activities directly relating to the offering, sale, issuance, incurrence and servicing, purchase, redemption, amendment, exchange, refinancing or retirement performance of the Obligationsits obligations under this Agreement, the Senior Subordinated Notes other Credit Documents, the ABL Facility, the Term Facility, the CapEx Facilities and other agreements contemplated hereby or the Proceeds Loansthereby or other debt, (iv) activities undertaken with the purpose of fulfilling any maintenance of its other obligations listing and status as a public company and (v) the undertaking of any Permitted Reorganization transaction permitted under the Indemnity Documentsthis Agreement, the Loan Documentspayment of dividends and distributions permitted to be made under this Agreement, the Senior Unsecured Notes Documents making of contributions to the capital of the Borrower, the incurrence of obligations in respect of Parent Entity Expenses or any Related Taxes, the incurrence of Indebtedness permitted to be incurred under this Agreement by Holdings, or the Proceeds Loans DocumentsGuaranty of the Indebtedness permitted to be incurred by the Borrower or any Restricted Subsidiary of Holdings under this Agreement (including operating and equipment leases that are not considered to be Indebtedness); provided that, the Hedging Agreements foregoing shall not prohibit the Incurrence by Holdings of Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by Holdings, the Spin-Off DocumentsBorrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred, in each case to which it is a partycase, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case ordinary course of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiarybusiness, (ii) the only Indebtedness pursuant to which Holdings honoring by a bank or an Intermediate Holdco may be other financial institution of a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms set forth check, draft or similar instrument drawn against insufficient funds in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings nor any Intermediate Holdco shall grant any Liens over any ordinary course of its assets other than to secure the Obligations or to facilitate the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided business; provided, however, that such Indebtedness and Liens are subject to the terms is extinguished within five Business Days of the Intercreditor Agreement in each case; and (i) Holdings shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi); (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another PersonIncurrence; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate customer deposits and advance payments received in the ordinary course of business from customers for goods or otherwise combine with or into another Person unless services purchased in the surviving or continuing Person at the time ordinary course of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and business; (iv) no Intermediate Holdco shall sellletters of credit, conveybankers’ acceptances, assignguarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred, transferin each case, lease in the ordinary course of business and (v) any customary cash management, cash pooling or otherwise dispose netting or setting off arrangements, in each case, in the ordinary course of all or substantially all of its properties or assets to any Person or group of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses of this Section 6.16(c)business.

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) Neither Holdings nor The Parent Guarantor will not, and will not permit any Intermediate Holdco shall own or acquire any assets or property or of its Restricted Subsidiaries to, engage in any business other than Related Businesses. (b) The Company will not engage in any business activity or undertake any other activity, other than except any activity (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly reasonably relating to the offering, sale, issuance, incurrence issuance and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the Obligations, the Senior Subordinated Notes or the Proceeds Loansincurrence of Indebtedness represented by the Notes or other Indebtedness permitted by the terms of the Facility Agreement or otherwise advancing, directly or through an intermediary bank or institution, funds to Xxxx GAC, (ivii) activities guaranteeing the Super-Priority Subscription Agreement Documents, the Notes or any other Indebtedness permitted by the terms of this Facility Agreement, (iii) undertaken with the purpose of fulfilling any of its other obligations under the Indemnity Documents, the Loan Documents, the Senior Unsecured Notes Documents or the Proceeds Loans Documents, Facility Agreement; and (iv) other activities required to consummate the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related Acquisition or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings or an Intermediate Holdco may be a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms steps set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined Structure Memorandum and activities not specifically enumerated above that are de minimis in the Intercreditor Agreement) and (iii) neither Holdings nor nature. The Company shall not create, Incur, assume or suffer to exist any Intermediate Holdco shall grant any Liens over Lien, any of its assets other than property or assets, or any proceeds therefrom, to secure Indebtedness, except for Liens to secure the Obligations Super-Priority Subscription Agreement Documents, the Notes, any guarantees with respect thereto or other Indebtedness permitted to facilitate be Incurred under the making of Facility Agreement and the Proceeds Loans or facility agreement relating to secure Intra-Group the Senior Secured Notes to the extent Liens securing such Indebtedness are permitted to be Incurred under such agreements and for a Lien over any funding loan relating to the Senior Secured Notes (provided that such Indebtedness funding loan is also pledged to secure the Super-Priority Subscription Agreement Documents and Liens are subject the Notes and the Lien over such funding loan ranks junior to the terms Lien securing the Senior Credit Facility and the Notes). The Company shall at all times remain a Restricted Subsidiary, and shall at all times remain a wholly owned Subsidiary of the Intercreditor Agreement in each case; and (i) Holdings Xxxx GAC or Target. The Company shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless or sell, transfer, lease or otherwise permitted under Section 6.03(a)(vi)dispose of any material property or assets to any Person. For so long as any Notes are outstanding, the Company will not (i) change the Stated Maturity of the principal of, or any installment of interest on, the Intercompany Note Proceeds Bond; (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Personreduce the rate of interest on the Intercompany Note Proceeds Bond; (iii) no Nonchange the currency for payment of any amount under the Intercompany Note Proceeds Bond; (iv) prepay or otherwise reduce or permit the prepayment or reduction of the Intercompany Note Proceeds Bond (save to facilitate a corresponding payment of principal on the Notes); (v) assign or novate the Intercompany Note Proceeds Bond; or (vi) amend, modify or alter the Intercompany Note Proceeds Bond. Notwithstanding the foregoing, the Intercompany Note Proceeds Bond may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of outstanding Notes to the extent permitted under this Facility Agreement and the facility agreement relating to the Senior Secured Notes. For so long as any Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-Lux Intermediate Holdco up, liquidation or other analogous proceeding in respect of the Company. For so long as any Notes are outstanding, the Company shall not take any action, or cause any action to be taken, at any meeting in respect of the Intercompany Note Proceeds Bond issued by Xxxx GAC which may be adverse to the interests of the Holders of the Notes or have the effect of impairing the Collateral securing the Notes or the Intercompany Note Proceeds Bond. (c) Xxxx V will not engage in any business activity or undertake any other than U.S. HoldCo 1activity, except any activity (i) reasonably relating to the offering, sale, issuance and servicing, purchase, redemption, refinancing or retirement of the Senior Secured Notes, or Indebtedness under the Super-Priority Subscription Agreement Documents, the incurrence of Indebtedness represented by the Senior Secured Notes, Indebtedness under the Super-Priority Subscription Agreement Documents or other Indebtedness permitted by the terms of the facility agreement related to the Senior Secured Notes and distributing, lending or otherwise advancing, whether directly or through an intermediary bank or institution, funds to Xxxx GAC (in the case of the Senior Secured Notes) or to the Parent Guarantor or any Restricted Subsidiary (in the case of the Super-Priority Subscription Agreement Documents or other Indebtedness), (ii) undertaken with the purpose of fulfilling any other obligations under the Senior Secured Notes or the facility agreement related to the Senior Secured Notes; and (iii) other activities required to consummate the Acquisition or any of the steps set forth in the Structure Memorandum and activities not specifically enumerated above that are de minimis in nature. Xxxx V shall not create, incur, assume or suffer to exist any Lien over any of its property or assets, or any proceeds therefrom to secure Indebtedness, except for Liens to secure the Senior Secured Notes, the Super-Priority Subscription Agreement Documents or other Indebtedness permitted to be Incurred under the facility agreement related to the Senior Secured Notes to the extent Liens securing such Indebtedness are permitted to be Incurred under the facility agreement related to the Senior Secured Notes. Xxxx V shall at all times remain a Restricted Subsidiary, and shall at all times remain a wholly owned Subsidiary of Xxxx GAC or Target. Xxxx V shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties any material property or assets to any Person. For so long as any Notes are outstanding, Xxxx V will not (i) change the Stated Maturity of the principal of, or any installment of interest on, the intercompany note proceeds bond related to the Senior Secured Notes; (ii) reduce the rate of interest on the intercompany note proceeds bond related to the Senior Secured Notes; (iii) change the currency for payment of any amount under the intercompany note proceeds bond related to the Senior Secured Notes; (iv) prepay or otherwise reduce or permit the prepayment or reduction of the intercompany note proceeds bond related to the Senior Secured Notes (save to facilitate a corresponding payment of principal on the Senior Secured Notes); (v) assign or novate the intercompany note proceeds bond related to the Senior Secured Notes; or (vi) amend, modify or alter the intercompany note proceeds bond related to the Senior Secured Notes. Notwithstanding the foregoing, the intercompany note proceeds bond related to the Senior Secured Notes may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of outstanding Senior Secured Notes. For so long as any Senior Secured Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of Xxxx X. For so long as any Notes are outstanding, Xxxx V shall not take any action at any meeting in respect of the Intercompany Notes Proceeds Bond issued by Xxxx GAC which may be adverse to the interests of the Holders of the Notes or have the effect of impairing the Collateral securing the Notes or the Intercompany Notes Proceeds Bond. (d) Xxxx XX S.à x.x. will not engage in any business activity or undertake any other activity, except any activity (i) reasonably relating to receiving funds from the Parent Guarantor and advancing, directly or through an intermediary bank or institution, funds to Xxxx GAC, (ii) guaranteeing the Super-Priority Subscription Agreement Documents, the Notes, the Senior Unsecured Notes and any other Indebtedness permitted by the terms of this facility agreement related to the Senior Secured Notes, and (iii) other activities required to consummate the Acquisition or any of the steps set forth in the Structure Memorandum and activities not specifically enumerated above that are de minimis in nature. Xxxx XX S.à x.x. shall not create, Incur, assume or suffer to exist any Lien over any of its property or assets to secure Indebtedness, except for Liens to secure the Super-Priority Subscription Agreement Documents, the Notes, any guarantees with respect thereto or other Indebtedness permitted to be Incurred under this facility agreement related to the Senior Secured Notes to the extent Liens securing such Indebtedness are permitted to be incurred under this Agreement. Xxxx XX S.à x.x. shall at all times remain a wholly owned Restricted Subsidiary of the Parent Guarantor. Xxxx XX S.à x.x. shall not merge, consolidate, amalgamate or otherwise combine with or into another Person or group sell, transfer, lease or otherwise dispose of Persons except any material property or assets to another Intermediate Holdco with whom it would have merged into pursuant any Person. For so long as any Notes are outstanding, Xxxx XX S.à x.x. shall not take any action at any meeting in respect of the Intercompany Notes Proceeds Bonds issued by Xxxx GAC which may be adverse to the foregoing clauses interests of the Holders of the Notes or have the effect of impairing the Collateral securing the Notes or the Intercompany Notes Proceeds Bonds. For so long as any Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of Xxxx XX S.à x.x. (e) The Parent Guarantor will not engage in any business activity or undertake any other activity, except any activity (i) reasonably relating to advancing, directly or through an intermediary bank or institution, funds to Xxxx XX S.à x.x. and Xxxx GAC, (ii) guaranteeing the Super-Priority Subscription Agreement Documents, the Notes, the Senior Unsecured Notes and any other Indebtedness permitted to be Incurred under the facility agreement related to the Senior Secured Notes and (iii) other activities required to consummate the Acquisition or any of the steps set forth in the Structure Memorandum and activities not specifically enumerated above that are de minimis in nature. The Parent Guarantor shall not create, incur, assume or suffer to exist any Lien over any of its property or assets, or any proceeds therefrom to secure Indebtedness (other than the Super-Priority Subscription Agreement Documents, the Notes, the Senior Unsecured Notes, any guarantees with respect thereto or other Indebtedness permitted to be Incurred under this Section 6.16(cfacility agreement related to the Senior Secured Notes to the extent Liens securing such Indebtedness are permitted to be incurred under this Agreement).. The Parent Guarantor shall at all times remain a wholly owned Subsidiary of Xxxx I S.à x.

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) Neither Holdings nor The Parent Guarantor will not, and will not permit any Intermediate Holdco shall own or acquire any assets or property or of its Restricted Subsidiaries to, engage in any business other than Related Businesses. (b) The Company will not engage in any business activity or undertake any other activity, other than except any activity (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly reasonably relating to the offering, sale, issuance, incurrence issuance and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the ObligationsNotes, or Indebtedness under this Agreement, the Senior Subordinated Notes incurrence of Indebtedness represented by the Notes, Indebtedness under this Agreement or other Indebtedness permitted by the Proceeds Loansterms of this Agreement and distributing, lending or otherwise advancing, whether directly or through an intermediary bank or institution, funds to Bidco (in the case of the Notes) or to the Parent Guarantor or any Restricted Subsidiary (in the case of this Agreement or other Indebtedness), (ivii) activities undertaken with the purpose of fulfilling any of its other obligations under the Indemnity Documents, Notes or this Agreement; and (iii) other activities required to consummate the Loan Documents, the Senior Unsecured Notes Documents Acquisition or the Proceeds Loans Documents, the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings or an Intermediate Holdco may be a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms steps set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined Structure Memorandum and activities not specifically enumerated above that are de minimis in the Intercreditor Agreement) and (iii) neither Holdings nor nature. The Company shall not create, incur, assume or suffer to exist any Intermediate Holdco shall grant any Liens Lien over any of its assets other than property or assets, or any proceeds therefrom to secure Indebtedness, except for Liens to secure the Obligations Notes, the Senior Secured Credit Facility or other Indebtedness permitted to facilitate be Incurred under this Agreement to the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided that extent Liens securing such Indebtedness and Liens are subject permitted to the terms be Incurred under this Agreement. The Company shall at all times remain a wholly owned Restricted Subsidiary of the Intercreditor Agreement in each case; and (i) Holdings Bidco or Target. The Company shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi); (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties any material property or assets to any Person Person. For so long as any Notes are outstanding, the Company will not (i) change the Stated Maturity of the principal of, or group any installment of Persons except interest on, the Intercompany Note Proceeds Bond; (ii) reduce the rate of interest on the Intercompany Note Proceeds Bond; (iii) change the currency for payment of any amount under the Intercompany Note Proceeds Bond; (iv) prepay or otherwise reduce or permit the prepayment or reduction of the Intercompany Note Proceeds Bond (save to another Intermediate Holdco with whom it would have merged into pursuant facilitate a corresponding payment of principal on the Notes); (v) assign or novate the Intercompany Note Proceeds Bond; or (vi) amend, modify or alter the Intercompany Note Proceeds. Notwithstanding the foregoing, the Intercompany Note Proceeds Bond may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of outstanding Notes. For so long as any Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of the Company. For so long as any Notes are outstanding, the Company shall not take any action at any meeting in respect of the Intercompany Notes Proceeds Bonds issued by Bidco which may be adverse to the foregoing clauses interests of the Holders of the Notes or have the effect of impairing the Collateral securing the Notes or the Intercompany Notes Proceeds Bonds. (c) Xxxx III S.à.x.x. will not engage in any business activity or undertake any other activity, except any activity (i) reasonably relating to the offering, sale, issuance and servicing, purchase, redemption, refinancing or retirement of the Senior Unsecured Notes or the incurrence of Indebtedness represented by the Senior Unsecured Notes or other Indebtedness permitted by the terms of the note purchase agreement relating to the Senior Unsecured Notes or otherwise advancing, directly or through an intermediary bank or institution, funds to Bidco, (ii) guaranteeing the Senior Secured Credit Facility, the Notes or any other Indebtedness permitted by the terms of this Section 6.16(cAgreement, (iii) undertaken with the purpose of fulfilling any other obligations under the Senior Unsecured Notes or the note purchase agreement relating to the Senior Unsecured Notes; and (iv) other activities required to consummate the Acquisition or any of the steps set forth in the Structure Memorandum and activities not specifically enumerated above that are de minimis in nature. Xxxx III S.à.x.x. shall not create, Incur, assume or suffer to exist any Lien, any of its property or assets, or any proceeds therefrom, to secure Indebtedness, except for Liens to secure the Senior Secured Credit Facility, the Notes, any guarantees with respect thereto or other Indebtedness permitted to be Incurred under the Agreement and the note purchase agreement relating to the Senior Unsecured Notes to the extent Liens securing such Indebtedness are permitted to be Incurred under such agreements and for a Lien over any funding loan relating to the Senior Unsecured Notes (provided that such funding loan is also pledged to secure the Senior Secured Credit Facility and the Notes and the Lien over such funding loan ranks junior to the Lien securing the Senior Credit Facility and the Notes). Xxxx III S.à.x.x. shall at all times remain a wholly owned Restricted Subsidiary of Bidco or Target. Xxxx III S.à.x.

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) a. Neither Holdings Payor nor any other Intermediate Holdco shall own or acquire any assets or property or engage in any business activity, other than (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly relating to the offering, sale, issuance, incurrence and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the Obligations, the Senior Subordinated Notes or the Proceeds Loans, (iv) activities undertaken with the purpose of fulfilling any of its other obligations under this Agreement, the Indemnity DocumentsGuarantee, the Loan Documents, the Senior Unsecured Notes Documents or the Proceeds Loans Documents, the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 3.08 and the making of Restricted Payments to the extent permitted by Section 6.083.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings Payor and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2Payor, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of HoldingsPayor, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings Payor or an Intermediate Holdco may be a creditor must be permitted under the Current Credit Agreement, this Agreement and subordinated to the Obligations on the terms set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings Payor nor any other Intermediate Holdco shall grant any Liens over any of its assets other than to secure the Obligations or to facilitate the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided that such Indebtedness and Liens are subject to the terms of the Intercreditor Agreement in each caseIndebtedness; and (i) Holdings Payor shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi)3.03 and Section 4.7 of this Agreement; (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties or assets to any Person or group of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses of this Section 6.16(c3.16(c).

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement:‌ (a) Neither Holdings nor The Parent Guarantor will not, and will not cause or permit any Intermediate Holdco shall own or acquire any assets or property or other member of the Par- ent Guarantor Group to, engage in any business activity or undertake any other activity, other than own any assets or incur any liability except for (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly any activity reasonably relating to the offering, sale, issuance, incurrence issuance and servicingservic- ing, purchase, redemption, amendment, exchange, refinancing or retirement of the Obligations, the Senior Subordinated Notes or the Proceeds Loansincurrence of other Indebtedness permitted by the terms of this Indenture, including Indebtedness under the Parent Guarantor Group Facili- ties Agreement, and distributing, lending or otherwise advancing funds to the Issuer or any other Restrict- ed Subsidiary; (ivii) activities any activity undertaken with the purpose of fulfilling any of its other obligations under the Indemnity Documentsthis Indenture, the Loan DocumentsNotes Guarantee, the Senior Unsecured Notes Documents or Note Proceeds Loans, other Indebtedness permitted by the Proceeds Loans Documentsterms of this Indenture (including Indebtedness under the Parent Guarantor Group Facilities Agreement), the Hedging Agreements and the Spin-Off Documents, in each case any Se- curity Document to which it is a party, party or the Intercreditor Agreement; (viii) activities directly related or reasonably incidental to any activity involving the establishment and/or maintenance pro- vision of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, administrative services (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other thanincluding, for the avoidance of doubt, Luxco 2 the granting of loans or the Lux Borrower), (B) in the case any other form of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant financings permitted to which Holdings or an Intermediate Holdco may be a creditor must be permitted granted under this Agreement and subordinated Indenture to the Obligations on the terms set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings nor any Intermediate Holdco shall grant any Liens over any of its assets respective Subsidiaries; (iv) the delivery of services to the Parent Guarantor, any of its Subsidiaries or Restricted Persons (including IT services and general business services (including management, corporate accounting, controlling, fi- xxxxx, tax, legal and quality services and internal audits)) customarily provided or obtained by a holding company; (v) acting as in-house bank entity for the Parent Guarantor Group, including the granting of loans to, providing and arranging hedging for or borrowing from, or providing guarantees for obligations of, other than members of the Parent Guarantor Group, (vi) the purchase of, the subscription for, and the own- ership of shares in its Subsidiaries, shares in Continental, intra-group debit balances, intra-group credit balances and other credit balances in bank accounts, Investments in cash and Cash Equivalents, (vii) the incurrence and payment of professional fees and administration costs; (viii) all other activities necessary to secure perform the Obligations or functions of a holding company; (ix) anything required in order to facilitate the making any payment or distribution permitted under Section 4.08; (x) anything required in order to maintain a permanent estab- lishment (Betriebsstätte) for German tax purposes in relation to any member of the Proceeds Loans or to secure Intra-Parent Guarantor Group Indebtedness provided and, as the case may be, Schaeffler Holding GmbH & Co. KG; and (xi) other activities not specifi- cally enumerated above that such Indebtedness and Liens are subject to the terms de minimis in nature. (b) The Issuer shall at all times remain a Restricted Subsidiary of the Intercreditor Agreement in each case; and (i) Holdings Parent Guarantor. The Issuer shall not (x) merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi(whether or not the Issuer is the surviving corporation); or (iiy) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall mergein connection with the incur- rence of a Permitted Collateral Lien, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties any mate- rial property or assets to any Person in one or group more related transactions, in each case except in accordance with Article Five. (c) For so long as any Notes are outstanding, none of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses Parent Guarantor or any of this Section 6.16(c)its Re- stricted Subsidiaries shall commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) Neither Holdings Payor nor any other Intermediate Holdco shall own or acquire any assets or property or engage in any business activity, other than (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly relating to the offering, sale, issuance, incurrence and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the Obligations, the Senior Subordinated Notes or the Proceeds Loans, (iv) activities undertaken with the purpose of fulfilling any of its other obligations under this Agreement, the Indemnity DocumentsGuarantee, the Loan Documents, the Senior Unsecured Notes Documents or the Proceeds Loans Documents, the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 3.08 and the making of Restricted Payments to the extent permitted by Section 6.083.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings Payor and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2Payor, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of HoldingsPayor, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings Payor or an Intermediate Holdco may be a creditor must be permitted under the Current Credit Agreement, this Agreement and subordinated to the Obligations on the terms set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined in the Intercreditor Agreement) and (iii) neither Holdings Payor nor any other Intermediate Holdco shall grant any Liens over any of its assets other than to secure the Obligations or to facilitate the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided that such Indebtedness and Liens are subject to the terms of the Intercreditor Agreement in each caseIndebtedness; and (c) (i) Holdings Payor shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi)3.03 and Section 4.7 of this Agreement; (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties or assets to any Person or group of Persons except to another Intermediate Holdco with whom it would have merged into pursuant to the foregoing clauses of this Section 6.16(c3.16(c).

LIMITATION ON ACTIVITIES. Notwithstanding anything contained in this Agreement: (a) Neither Holdings nor The Parent Guarantor will not, and will not permit any Intermediate Holdco shall own or acquire any assets or property or of its Restricted Subsidiaries to, engage in any business other than Related Businesses. (b) The Company will not engage in any business activity or undertake any other activity, other than except any activity (i) the ownership of Equity Interests in accordance with paragraph (b) below, (ii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iii) activities directly reasonably relating to the offering, sale, issuance, incurrence issuance and servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the ObligationsNotes, the Senior Subordinated Notes incurrence of Indebtedness represented by the Notes, or other Indebtedness permitted by the Proceeds Loansterms of this Facility Agreement and distributing, lending or otherwise advancing, whether directly or through an intermediary bank or institution, funds to the Parent Guarantor or any Restricted Subsidiary, (ivii) activities undertaken with the purpose of fulfilling any of its other obligations under the Indemnity Documents, Notes or this Facility Agreement; and (iii) other activities required to consummate the Loan Documents, the Senior Unsecured Notes Documents Acquisition or the Proceeds Loans Documents, the Hedging Agreements and the Spin-Off Documents, in each case to which it is a party, (v) activities directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence, including the ability to incur fees, costs and expenses relating to such establishment and maintenance and the acquisition, holding or disposition of assets permitted to be held by it under this Agreement or its function as a holding company, (vi) the receipt of any Restricted Payments to the extent permitted by Section 6.08 and the making of Restricted Payments to the extent permitted by Section 6.08, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of the board of directors (or similar governing body), (ix) activities incidental to the consummation of the Transactions, (x) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities in accordance with paragraph (b) below, and (xi) activities reasonably incidental to the businesses or activities described in clauses (i) through (x) of this paragraph; (i) Holdings and each of the following Intermediate Holdco may only own the following Equity Interests: (A) in the case of U.S. HoldCo 2, Equity Interests of any Intermediate Holdco (other than, for the avoidance of doubt, Luxco 2 or the Lux Borrower), (B) in the case of U.S. HoldCo 1, Equity Interests of any Subsidiary, (B) in the case of LuxCo 1, Equity Interests of LuxCo 2, (C) in the case of LuxCo 2, Equity Interests of the Lux Borrower and (D) in the case of Holdings, Equity Interests of any Subsidiary, (ii) the only Indebtedness pursuant to which Holdings or an Intermediate Holdco may be a creditor must be permitted under this Agreement and subordinated to the Obligations on the terms steps set forth in the Intercreditor Agreement as Intra-Group Indebtedness (as defined Structure Memorandum and activities not specifically enumerated above that are de minimis in the Intercreditor Agreement) and (iii) neither Holdings nor nature. The Company shall not create, incur, assume or suffer to exist any Intermediate Holdco shall grant any Liens Lien over any of its assets other than property or assets, or any proceeds therefrom to secure Indebtedness, except for Liens to secure the Obligations Notes, or other Indebtedness permitted to facilitate be Incurred under this Facility Agreement to the making of the Proceeds Loans or to secure Intra-Group Indebtedness provided that extent Liens securing such Indebtedness and Liens are subject permitted to the terms of the Intercreditor Agreement in each case; and (i) Holdings be Incurred under this Facility Agreement. The Company shall at all times remain a wholly owned Restricted Subsidiary. The Company shall not merge, consolidate, amalgamate or otherwise combine with or into another Person unless otherwise permitted under Section 6.03(a)(vi); (ii) neither any Lux Intermediate HoldCo nor U.S. HoldCo 1 shall merge, consolidate, amalgamate or otherwise combine with or into another Person; (iii) no Non-Lux Intermediate Holdco (other than U.S. HoldCo 1) shall merge, consolidate, amalgamate or otherwise combine with or into another Person unless the surviving or continuing Person at the time of such merger, consolidation, amalgamation or combination with an Intermediate Holdco (other than U.S. HoldCo 1) is organized under the laws of the same jurisdiction of such Intermediate Holdco (or if such Intermediate Holdco is a U.S. Subsidiary, the laws of the United States of America, any State thereof or the District of Columbia), and (iv) no Intermediate Holdco shall sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties any material property or assets to any Person Person. For so long as any Notes are outstanding, the Company will not (i) change the Stated Maturity of the principal of, or group any installment of Persons except interest on, the Intercompany Note Proceeds Bond; (ii) reduce the rate of interest on the Intercompany Note Proceeds Bond; (iii) change the currency for payment of any amount under the Intercompany Note Proceeds Bond; (iv) prepay or otherwise reduce or permit the prepayment or reduction of the Intercompany Note Proceeds Bond (save to another Intermediate Holdco with whom it would have merged into pursuant facilitate a corresponding payment of principal on the Notes); (v) assign or novate the Intercompany Note Proceeds Bond; or (vi) amend, modify or alter the Intercompany Note Proceeds Bond. Notwithstanding the foregoing, the Intercompany Note Proceeds Bond may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of outstanding Notes. For so long as any Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of the Company. For so long as any Notes are outstanding, the Company shall not take any action at any meeting in respect of the Intercompany Note Proceeds Bond issued by Xxxx I which may be adverse to the foregoing clauses interests of this Section 6.16(c)the Holders of the Notes.