Common use of Parent Covenants Clause in Contracts

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II East Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II East Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior East Credit Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement6.22(b), liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (it, other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent AgreementEncumbrances. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and Debt, (ii) any Put Financing Indebtedness and (iii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any West Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such West Acquisition Agreement Recovery to the common capital of Holdings (unless such amount shall have previously been contributed to the common capital of East Holdings pursuant to Section 6.21(b) of the East Credit Agreement), or utilize the full amount of such West Acquisition Agreement Recovery to purchase Equity Interests of HoldingsHoldings (or the Equity Interests of East Holdings pursuant to Section 6.21(b) of the East Credit Agreement). Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West East Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West East Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) (including accrued costs payable in cash by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) provides Shared Services (including the Phase II East Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior East Credit Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II West Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II West Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior West Credit Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement), liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent AgreementEncumbrances. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and Debt, (ii) any Put Financing Indebtedness and (iii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any East Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such East Acquisition Agreement Recovery to the common capital of Holdings (unless such amount shall have previously been contributed to the common capital of West Holdings pursuant to Section 6.22(b) of the West Credit Agreement), or utilize the full amount of such East Acquisition Agreement Recovery to purchase Equity Interests of HoldingsHoldings (or the Equity Interests of West Holdings pursuant to Section 6.22(b) of the West Credit Agreement). Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) (including accrued costs payable in cash by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) provides Shared Services (including the Phase II West Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior West Credit Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary RHD Corp., as the case may be, or any of the Parent their respective subsidiaries (other than Holdings Holdings, RHD Inc. or any subsidiary of Holdingstheir respective subsidiaries) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II East Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II East Holdings, assets constituting Shared Services Assets and Operations, cash and cash, Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II East Borrower required to be made pursuant to the Parent Agreement or the West East Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior East Credit Facilities substantially equivalent to those under Section 6.21(b6.22(b) or under the Parent Agreement or the West East Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (it, other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West East Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii6.08(a)(vii). Promptly after receiving payment from any West East Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West East Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II East Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior East Credit Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock Equity Interests of Holdings and Phase II HoldingsWest Holdings and their respective Subsidiaries, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services Equity Interests and, in each case, activities incidental thereto. . (b) The Parent will not own or acquire any assets (other than shares Equity Interests of capital stock of Holdings, East Holdings and Phase II Dex Media Service, other Investments in Holdings, assets constituting Shared Services Assets East Holdings and Operationstheir respective Subsidiaries and Dex Media Service, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and other liabilities incurred advances to employees in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, business) and liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent Dex East Loan Documents and the RHDI Loan Documents, subject to those under Section 6.21(b) or under the Parent Agreement or the West Parent Intercreditor Agreement, liabilities imposed by law, including tax Tax liabilities, liabilities under the Shared Services Agreement and other liabilities incidental to the maintenance of its existence and permitted activities). . (c) The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and (ii) Liens created pursuant securing the Dex West Obligations, the obligations under the Dex East Loan Documents and the obligations under the RHDI Loan Documents, subject to the Parent Agreement and the West Parent Intercreditor Agreement. . (d) The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction a Guarantee of the Parent's Dex West Obligations, the obligations under the Parent Pledge Dex East Loan Documents and the obligations under the RHDI Loan Documents, subject to the Intercreditor Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II HoldingsEast Holdings and their respective subsidiaries and any Finance Company, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted herebyDebt, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and OperationsOperations (including its ownership interest in Dex Media Service LLC), the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II HoldingsEast Holdings and any Finance Company, other Investments in Holdings and East Holdings and their respective subsidiaries, assets constituting Shared Services Assets and OperationsOperations (including its ownership interest in Dex Media Service LLC), cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, Debt and Qualifying Parent Indebtedness to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and Encumbrances, (ii) Liens created pursuant to on the Parent capital stock of Holdings in connection with this Agreement and (iii) Liens on the West Parent capital stock of East Holdings in connection with the East Credit Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Base Parent QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement. (b) In Notwithstanding anything to the event of an IPO contrary contained herein and subject to the satisfaction of the Parentconditions precedent contained in Section 4.03, this Section 6.17 shall not prohibit the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the ParentEast/West Merger.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "“unrestricted subsidiaries" ” permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock Equity Interests of Holdings and Phase II HoldingsWest Holdings and their respective Subsidiaries, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services Equity Interests and, in each case, activities incidental thereto. . (b) The Parent will not own or acquire any assets (other than shares Equity Interests of capital stock of Holdings, West Holdings and Phase II Dex Media Service, other Investments in Holdings, assets constituting Shared Services Assets West Holdings and Operationstheir respective Subsidiaries and Dex Media Service, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and other liabilities incurred advances to employees in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, business) and liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent Dex West Loan Documents and the RHDI Loan Documents, subject to those under Section 6.21(b) or under the Parent Agreement or the West Parent Intercreditor Agreement, liabilities imposed by law, including tax Tax liabilities, liabilities under the Shared Services Agreement and other liabilities incidental to the maintenance of its existence and permitted activities). . (c) The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and (ii) Liens created pursuant securing the Dex East Obligations, the obligations under the Dex West Loan Documents and the obligations under the RHDI Loan Documents, subject to the Parent Agreement and the West Parent Intercreditor Agreement. . (d) The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction a Guarantee of the Parent's Dex East Obligations, the obligations under the Parent Pledge Dex West Loan Documents and the obligations under the RHDI Loan Documents, subject to the Intercreditor Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares Equity Interests of capital stock of Holdings the Borrower and Phase II HoldingsDex West and their respective Subsidiaries, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services Equity Interests and, in each case, activities incidental thereto. . (b) The Parent will not own or acquire any assets (other than shares Equity Interests of capital stock of Holdings the Borrower, Dex West and Phase II HoldingsDex Media Service, assets constituting Shared Services Assets other Investments in the Borrower, Dex West and Operationstheir respective Subsidiaries and Dex Media Service, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and other liabilities incurred advances to employees in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, business) and liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent Dex West Loan Documents and the RHDI Loan Documents, subject to those under Section 6.21(b) or under the Parent Agreement or the West Parent Intercreditor Agreement, liabilities imposed by law, including tax Tax liabilities, liabilities under the Shared Services Agreement and other liabilities incidental to the maintenance of its existence and permitted activities). . (c) The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and (ii) Liens created pursuant securing the Dex East Obligations, the obligations under the Dex West Loan Documents and the obligations under the RHDI Loan Documents, subject to the Parent Agreement and the West Parent Intercreditor Agreement. . (d) The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction a Guarantee of the Parent's Dex East Obligations, the obligations under the Parent Pledge Dex West Loan Documents, the obligations under the RHDI Loan Documents and the obligations under the SuperMedia Loan Documents, subject to the Intercreditor Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares Equity Interests of capital stock of Holdings the Borrower and Phase II HoldingsDex East and their respective Subsidiaries, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services Equity Interests and, in each case, activities incidental thereto. . (b) The Parent will not own or acquire any assets (other than shares Equity Interests of capital stock of Holdings the Borrower, Dex East and Phase II HoldingsDex Media Service, assets constituting Shared Services Assets other Investments in the Borrower, Dex East and Operationstheir respective Subsidiaries and Dex Media Service, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and other liabilities incurred advances to employees in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, business) and liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent Dex East Loan Documents and the RHDI Loan Documents, subject to those under Section 6.21(b) or under the Parent Agreement or the West Parent Intercreditor Agreement, liabilities imposed by law, including tax Tax liabilities, liabilities under the Shared Services Agreement and other liabilities incidental to the maintenance of its existence and permitted activities). . (c) The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and (ii) Liens created pursuant securing the Dex West Obligations, the obligations under the Dex East Loan Documents and the obligations under the RHDI Loan Documents, subject to the Parent Agreement and the West Parent Intercreditor Agreement. . (d) The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction a Guarantee of the Parent's Dex West Obligations, the obligations under the Parent Pledge Dex East Loan Documents, the obligations under the RHDI Loan Documents and the obligations under the SuperMedia Loan Documents, subject to the Intercreditor Agreement. (b) In the event of an IPO of the Parent, the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the Parent.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II HoldingsWest Holdings and their respective subsidiaries and any Finance Company, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted herebyDebt, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II HoldingsWest Holdings and any Finance Company, other Investments in Holdings and West Holdings and their respective subsidiaries, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, Debt and Qualifying Parent Indebtedness to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and Encumbrances, (ii) Liens created pursuant to on the Parent capital stock of Holdings in connection with this Agreement and (iii) Liens on the capital stock of West Holdings in connection with the West Parent Credit Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Base Parent QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement. (b) In Notwithstanding anything to the event of an IPO contrary contained herein and subject to the satisfaction of the Parentconditions precedent contained in Section 4.04, this Section 6.15 shall not prohibit the Parent will, not later than five Business Days after receiving any Net Proceeds therefrom, contribute the Allocable Net Proceeds from such IPO to the common capital of Holdings or utilize the full amount of such Allocable Net Proceeds to purchase Equity Interests of Holdings. In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings. Promptly after receiving the proceeds of any capital contribution from, or from the purchase of its Equity Interests by, the Parent pursuant to this paragraph, Holdings will contribute the full amount thereof to the common capital of the Borrower; provided, however, that such contribution need not be made in the case of receipt of amounts representing Allocable Net Proceeds of an IPO of the Parent to the extent, if any, that such Net Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings pursuant to and in accordance with the provisions of Section 6.08(a)(viii). Promptly after receiving payment from any West Entity with respect to the provision by Holdings or any of its subsidiaries of Shared Services to any West Entity, Parent will contribute the full amount of such payment to the common capital of Holdings and, if such Shared Services were performed by a subsidiary of Holdings, Holdings will contribute such amount to the Borrower. (c) The Parent will ensure that any Shared Services Payments made by the Borrower or its Subsidiaries to the Parent represent only reimbursement for cash expenses actually incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) (including accrued costs payable in cash by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) provides Shared Services (including the Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries" permitted by the Phase II Senior Facilities) and any Unrestricted Subsidiaries). Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Businesses of the Borrower and the Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and the Subsidiaries (it being understood, however, that trade payables of the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by the Parent or a subsidiary of the Parent (other than Holdings or any subsidiary of Holdings) and reimbursed as Shared Services Payments in accordance herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared Services Payments on a periodic basis, not less frequently than quarterly. The Parent will from time to time provide the Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Borrower and the Subsidiaries, as the Administrative Agent may reasonably request. (d) The Parent will not consummate the Phase II Acquisition other than pursuant to the corporate ownership structure contemplated by this Agreement and disclosed in the offering memorandum relating to the Senior Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately after consummation of the Phase II Acquisition, the Phase II Borrower will be a wholly owned subsidiary of Phase II Holdings, which will itself be a wholly owned subsidiary of the ParentEast/West Merger.