Common use of Limitations on Holdings and Certain Subsidiaries Clause in Contracts

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has not (i) created, incurred, assumed or suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted or engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary (i) has created, incurred, assumed or suffered to exist any Liens on its assets or property; (ii) conducts or engages in any operations or business, other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; or (iii) has any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has shall not (i) createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted conduct or engaged engage in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After ; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary shall (i) has createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on its assets or property; (ii) conducts conduct or engages engage in any operations or businessbusiness (including, without limitation, making Investments or Restricted Payments or engaging in transactions with Affiliates), other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; Subsidiaries or (iii) has incur or hold any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, shall exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,00075,00,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and or any of its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, shall exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has not (i) created, incurred, assumed or suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted or engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does not have any US_ACTIVE:\44299297\214\35899.0483 material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary (i) has created, incurred, assumed or suffered to exist any Liens on its assets or property; (ii) conducts or engages in any operations or business, other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; or (iii) has any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has not (i) created, incurred, assumed or suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted or engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management AgreementDocuments, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary (i) has created, incurred, assumed or suffered to exist any Liens on its assets or property; (ii) conducts or engages in any operations or business, other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; or (iii) has any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has shall not (i) createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted conduct or engaged engage in any operations or business other than (A) those incidental to its ownership of the US_ACTIVE:\44299297\214\35899.0483 Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After ; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary shall (i) has createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on its assets or property; (ii) conducts conduct or engages engage in any operations or businessbusiness (including, without limitation, making Investments or Restricted Payments or engaging in transactions with Affiliates), other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; Subsidiaries or (iii) has incur or hold any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, shall exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,00075,00,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and or any of its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, shall exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Limitations on Holdings and Certain Subsidiaries. (a) Holdings has shall not (i) createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted conduct or engaged engage in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management AgreementDocuments, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After ; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness). (b) No Dormant Subsidiary shall (i) has createdcreate, incurredincur, assumed assume or suffered suffer to exist any Liens on its assets or property; (ii) conducts conduct or engages engage in any operations or businessbusiness (including, without limitation, making Investments or Restricted Payments or engaging in transactions with Affiliates), other than (A) those 112 incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; Subsidiaries or (iii) has incur or hold any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, shall exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. (c) The aggregate Fair Market Value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Eighth Amendment Effective Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,00075,00,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and or any of its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, shall exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.