Common use of Passive Holding Company Clause in Contracts

Passive Holding Company. Holdings shall not engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): (i) ownership of Equity Interests of the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) performance of its obligations under and in connection with the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Company, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances.

Passive Holding Company. Holdings shall not engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): (i) ownership of Equity Interests of the BorrowerBorrowers, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) performance of its obligations under and in connection with the Loan Documents, the ABL Term Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paidpaid , to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the CompanyBorrowers, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower Borrowers other than Liens created pursuant to the Loan Documents, the ABL Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances.

Passive Holding Company. Holdings shall not conduct, transact or otherwise engage at any time in any business or business activity operations other than the following (and activities or operations incidental thereto): (i) the ownership and/or acquisition of Equity Interests the Capital Stock of the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and Borrower, (iv) the performance of its obligations under and in connection with the Loan Credit Documents, the ABL Revolving Credit Documents, the Senior Subordinated Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the Revolving Credit Documents or the Senior Subordinated Notes Documents, the Acquisition Agreement, the Junior Lien Notesother agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its charter and other organizational documents and common stock or any other agreementsissuance or registration of its Capital Stock for sale or resale not prohibited by Section 9, instruments including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or other documents entered into consummate under this Section 9, including making any Dividend permitted by Section 10.6 or holding any cash received in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, with Dividends made by the receipt of Restricted Payments made Borrower in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to 10.6 pending application thereof by Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with manner contemplated by Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder10.6, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in taxincurring fees, accountingcosts and expenses relating to overhead and general operating including professional fees for legal, legal tax and other administrative mattersaccounting issues and paying taxes, (viii) providing indemnification to its current officers and former directors and officersas otherwise permitted in Section 9, (ix) maintenance activities incidental to the consummation of the Transactions and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect activities incidental to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received businesses or activities described in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through to (xiii)ix) of this Section 10.10. Notwithstanding anything to the contrary herein, Holdings shall will not own or acquire any assets (x) own no material assets other than the Equity Interests shares of Capital Stock of the CompanyBorrower, its books cash and records and Permitted Investments) or incur any rights liabilities (other than liabilities under the Credit Documents, the Revolving Credit Documents, the Senior Subordinated Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the agreements, instruments Revolving Credit Documents or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held thereinthe Senior Subordinated Notes Documents, and cash and Cash Equivalents transferred or paid other liabilities expressly permitted to Holdings in accordance with be incurred by it by the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documentsliabilities imposed by law, the ABL Credit Agreementincluding tax liabilities, the Junior Lien Notes Indenture and other Indebtedness subject liabilities incidental to the Intercreditor Agreement its existence and any First Lien Intercreditor Agreement business and ordinary course Liens incurred under customary deposit account agreements entered into activities permitted by Holdings with respect to deposit accounts and any other Permitted Encumbrancesthis Agreement).

Passive Holding Company. Holdings shall not (a) In the case of Holdings, engage at any time in any business active trade or business activity other than business, it being agreed that the following activities (and activities or operations incidental thereto): ) will not be prohibited: (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; ; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), ; (iii) the performance of its obligations under and in connection payments with respect to (i) any Indebtedness permitted to be incurred pursuant to Section 7.03, any Qualified Holding Company Debt or any Permitted Refinancing of any of the Loan Documentsforegoing, or (ii) the ABL Credit Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; ; (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests, the receipt of ); (v) making (i) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.10 and the making of (ii) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06; (vi) the incurrence of Qualified Holding Company Debt; (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries; (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is are not prohibited hereunder, ; (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of a consolidated, combined or unitary group that includes Holdings and the Borrower; (viiix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings; (xi) providing indemnification to its current officers and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, directors; (xii) holding cash and making Investments in assets that are Cash Equivalents, received in accordance with the terms hereof, ; and (xiii) such activities reasonably required (incidental to the businesses or activities described in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through to (xiii). Holdings shall (xxii) own no material assets other than the Equity Interests of the Company, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances7.10(a).

Passive Holding Company. Holdings shall Following the Closing Date and prior to the Termination Date, the Borrower will use commercially reasonable efforts to not conduct, transact or otherwise engage at any time in any active trade or business or business activity other than operations (collectively, “Business Operations”); provided that the following (and activities or operations incidental thereto): foregoing will not prohibit the Borrower from the following: (i) ownership of Equity Interests of the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence and obligations that are incidental thereto (including the ability to incur reasonable fees, costs costs, expenses and expenses other liabilities directly relating to such maintenance), (ii) obligations that are limited to obligations under the Loan Documents to which it is a party, (iii) performance the making of its obligations under and in connection with the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments contributions to (or other documents entered into in connection therewith or otherwise permitted hereunder; equity investments in) its direct Subsidiaries, which contributions shall be subordinated to the Obligations, (iv) issuance participating in tax, accounting and other administrative and fiduciary matters as a direct owner of Equity Interestsits direct Subsidiaries, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation of the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); Loan Documents, (v) guaranteeing the obligations of the Company providing customary compensation, indemnification and its Restricted Subsidiaries solely insurance coverage to the extent such obligations of the Company officers and its Restricted Subsidiaries is not prohibited hereunderdirectors (or equivalent), (vi) subject to Sections 7.13(i) and (j), the ownership of assets, employment of employees and performance of Material Agreements owned, employed or existing, as otherwise required to comply with Laws applicable, as of the date hereof and any applicable court orders; all activities incidental or related thereto, (vii) participating in taxobtaining, accounting, legal maintaining and other administrative mattersperforming Permits and Regulatory Authorizations from Governmental Authorities, (viii) providing indemnification to its current and former directors and officersowning cash or cash equivalents, (ix) maintenance and administration making any public offering of equity incentive its common stock or any other benefit plansissues of its common stock, (x) concurrently with engaging in payment of dividends not otherwise prohibited by the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity InterestsLoan Documents, (xi) the performance of its obligations with respect providing indemnification to the documentation for any Indebtedness permitted under Section 6.01officers and directors, (xii) holding cash employing employees or engaging independent contractors, and Cash Equivalents, received in accordance with the terms hereof, (xiii) such conducting any Business Operations (and any activities reasonably required (that are incidental or related thereto) that the Borrower in its business or commercial judgment determines is necessary, reasonable or appropriate for the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests operation of the CompanyBorrower’s business, its books and records and including entering into any rights under any contract or agreement; provided, further, that if the Board determines that the Borrower’s performance of the agreements, instruments or other documents referenced covenant contained in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance 8.22 would be inconsistent with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan DocumentsBoard’s fiduciary duties under applicable Law, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrancesthis Section 8.22 shall not apply.

Passive Holding Company. (a) Notwithstanding anything herein to the contrary, Holdings shall not engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): not: (i) ownership of hold any assets other than (A) the Equity Interests of General Partner and Intermediate, (B) agreements relating to the Borrowerissuance, together with activities directly related thereto; sale, purchase, repurchase or registration of securities of Holdings, (C) minute books and other corporate books and records of Holdings and (D) other miscellaneous non-material assets incidental to the ownership of the Equity Interests of General Partner and Intermediate or to the maintenance of Holdings’ corporate existence; (ii) have any Indebtedness, obligations or other liabilities other than (A) its liabilities under the maintenance Loan Documents, (B) Tax liabilities arising in the ordinary course of business, (C) corporate, administrative and operating expenses in the ordinary course of business and (D) liabilities or obligations under any contracts or agreements described in clause (a)(i)(B) of this Section; or (iii) engage in any activities or business other than (i) issuing shares of its legal existence own Equity Interests (including other than Disqualified Equity Interests), (ii) holding the ability to incur fees, costs assets and expenses relating to such maintenance)incurring the liabilities described in this Section 6.19(a) [Passive Holding Company] and activities incidental and related thereto, (iii) performance of its obligations making payments, dividends, distributions, issuances or other activities permitted pursuant to Section 6.05 [Restricted Payments], or (iv) any activities incidental to, required by or deemed appropriate under applicable state and federal securities laws, stock exchange rules, and other regulations or otherwise in connection with being a publicly traded company or company required to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including investor and shareholder relations activities; provided, however, that Holdings shall be permitted to engage in the Contribution Transactions and the RCR Transactions. (b) Notwithstanding anything herein to the contrary, General Partner shall not: (i) hold any assets other than (A) the Equity Interests of Intermediate, (B) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of General Partner, (C) minute books and other corporate books and records of General Partner and (D) other miscellaneous non-material assets incidental to the ownership of the Equity Interests of Intermediate or to the maintenance of the General Partner’s legal existence; (ii) have any Indebtedness, obligations or other liabilities other than (A) the liabilities under the Loan Documents, (B) Tax liabilities arising in the ABL Credit Agreementordinary course of business, (C) corporate, administrative and operating expenses in the Junior Lien Notesordinary course of business and (D) liabilities or obligations under any contracts or agreements described in clause (b)(i)(B) of this Section; or (iii) engage in any activities or business other than (A) issuing shares of its own Equity Interests (other than Disqualified Equity Interests), its charter (B) holding the assets and other organizational documents incurring the liabilities described in this Section 6.19(b) [Passive Holding Company] and any other agreementsactivities incidental and related thereto or (C) making payments, instruments dividends, distributions, issuances or other documents entered into activities permitted pursuant to Section 6.05 [Restricted Payments]; provided, however, that General Partner shall be permitted to engage in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, Contribution Transactions and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof RCR Transactions. (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vc) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely Notwithstanding anything herein to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereundercontrary, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses Intermediate shall not: (i) through (xiii). Holdings shall (x) own no material hold any assets other than (A) the Equity Interests of Borrower, (B) agreements relating to the Companyissuance, its sale, purchase, repurchase or registration of securities of Intermediate, (C) minute books and other corporate books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof Intermediate and (yD) grant no Lien on any other miscellaneous non-material assets incidental to the ownership of the Equity Interests of Borrower or to the maintenance of Intermediate’s legal existence; (ii) have any Indebtedness, obligations or other liabilities other than Liens created pursuant to (A) the liabilities under the Loan Documents, (B) Tax liabilities arising in the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred of business, (C) corporate, administrative and operating expenses in the ordinary course of business and (D) liabilities or obligations under customary deposit account any contracts or agreements entered into by Holdings with respect described in (c)(i)(B) of this Section; or (iii) engage in any activities or business other than (A) issuing shares of its own Equity Interests (other than Disqualified Equity Interests), (B) holding the assets and incurring the liabilities described in this Section 6.19(c) [Passive Holding Company] and activities incidental and related thereto or (C) making payments, dividends, distributions, issuances or other activities permitted pursuant to deposit accounts Section 6.05 [Restricted Payments]; provided, however, that Intermediate shall be permitted to engage in the Contribution Transactions and any other Permitted Encumbrancesthe RCR Transactions.

Passive Holding Company. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage at any time in any business or business activity operations other than the following (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations under and in connection payments with respect to the Loan Documents, the ABL Second Lien Credit AgreementDocuments, the Junior any Second Lien NotesCredit Agreement Refinancing Indebtedness, its charter and other organizational documents any Permitted Ratio Debt (and any other agreementsJunior Financing permitted to be incurred under this Agreement), instruments any Credit Agreement Refinancing Indebtedness, any Incremental Equivalent Debt, any Qualified Holding Company Debt or the Acquisition Agreement and the other documents entered into in connection therewith or otherwise permitted hereunder; agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), the receipt of (v) making (x) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.13 and the making of (y) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06, (vi) the incurrence of Qualified Holding Company Debt, (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries, (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is are not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of the consolidated group of Holdings and the Borrower, (viiix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings, (xi) providing indemnification to its current officers and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01directors, (xii) holding cash and making Investments in assets that are Cash Equivalents, received in accordance with the terms hereof, and (xiii) such activities reasonably required (incidental to the businesses or activities described in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through to (xiii). Holdings shall (xxii) own no material assets other than the Equity Interests of the Company, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances7.13.

Passive Holding Company. Holdings shall not In the case of Holdings, engage at any time in any business active trade or business activity other than through the Borrower and its Restricted Subsidiaries, it being agreed that the following activities (and activities or operations incidental thereto): ) will not be prohibited: (ia) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; , (iib) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), , (iiic) the performance of its obligations under and in connection payments with respect to any Indebtedness permitted to be incurred pursuant to Section 7.03, any Qualified Holding Company Debt or any Permitted Refinancing of any of the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes, foregoing; (d) any public offering of its charter and other organizational documents and common stock or any other agreements, instruments issuance of its Equity Interests (including Qualified Equity Interests); (e) making (i) payments or other documents entered into in connection therewith or Restricted Payments to the extent otherwise permitted hereunder; under this Section 7.12 and (ivii) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06; (f) the incurrence of Qualified Holding Company Debt or any Permitted Refinancing thereof; (g) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries; (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vh) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is not prohibited are permitted hereunder, ; (vi) as otherwise required to comply with Laws and any applicable court orders; (viii) participating in tax, accounting, legal accounting and other administrative matters, matters as a member of the consolidated group of Holdings and the Borrower; (viiij) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings, (k) providing indemnification to its current officers and former directors and officers, directors; (ixl) maintenance and administration of equity incentive making Investments in assets that are Cash Equivalents or other benefit plans, were Cash Equivalents when made; and (xm) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect activities incidental to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received businesses or activities described in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (ia) through (xiii). Holdings shall (xl) own no material assets other than the Equity Interests of the Company, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances7.12.

Passive Holding Company. Holdings shall not (a) In the case of Holdings, engage at any time in any business active trade or business activity other than business, it being agreed that the following activities (and activities or operations incidental thereto): ) will not be prohibited: (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; ; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), ; (iii) the performance of its obligations under and in connection payments with respect to (i) any Indebtedness permitted to be incurred pursuant to Section 7.03, any Qualified Holding Company Debt or any Permitted Refinancing of any of the Loan Documentsforegoing, or (ii) the ABL Credit Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; ; (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests, the receipt of ); (v) making (i) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.10 and the making of (ii) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06; (vi) the incurrence of Qualified Holding Company Debt; (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries; (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is are not prohibited hereunder, ; (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of a consolidated, combined or unitary group that includes Holdings and the Borrower; (viiix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings; (xi) providing indemnification to its current officers and former directors directors; (xii) making Investments in assets that are Cash Equivalents; and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii) of this Section 7.10(a). (b) Holdings may not merge, dissolve, liquidate or consolidated with or into any other Person; provided that, notwithstanding the foregoing, as long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person if the following conditions are satisfied: (i) Holdings shall be the continuing or surviving Person, or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated, (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and officersthe other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), (C) the Successor Holdings shall pledge 100% of the Equity Interest of the Borrower to the Collateral Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent, and (ixD) maintenance the Borrower shall have delivered to the Administrative Agent an officer’s certificate and administration an opinion of equity incentive counsel, each stating that such merger or other benefit plansconsolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, (x) concurrently with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the issuance extent reasonably requested by the Administrative Agent; it being agreed that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement. Notwithstanding anything herein to the contrary, in the event of any Qualified Equity Interestsmerger, dissolution, liquidation, consolidation, amalgamation or Division of Holdings effected in accordance with this Section 7.10, the redemptionBorrower shall or shall cause, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, surviving Person (xiior new direct Parent Entity) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than promptly deliver or cause to be delivered to the Equity Interests of Administrative Agent for further distribution by the CompanyAdministrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, its books including the USA PATRIOT Act and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof (2) a Beneficial Ownership Certification and (y) grant no Lien on do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Equity Interests of Borrower other than Liens created pursuant granted or purported to be granted by the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted EncumbrancesCollateral Documents as promptly as practicable.

Passive Holding Company. Holdings After the occurrence of an IPO Event, Obligors shall not cause Parent to not: (a) engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): (i) direct or indirect ownership of Equity Interests in the Company and other miscellaneous non-material assets, and making of Investments in, and contributions to, the BorrowerCompany, together with activities directly related thereto; thereto (including engaging in Permitted Parent Entity Investments and other Permitted Acquisitions and Investments permitted hereunder and the drop down of assets acquired thereunder to the Company and its Subsidiaries), (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)paying Taxes, (iii) performance exchanges, issuances, sales, repurchases and redemptions of its obligations under Equity Interests and activities in connection therewith and related thereto, (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its corporate or other legal existence or to participate in tax, accounting or other administrative matters related to the Company and its Subsidiaries, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities, securities exchanges and to its holders of Equity Interests, (vi) receiving, and holding proceeds of, Distributions permitted hereunder and distributing the proceeds thereof, (vii) providing customary indemnification to officers, directors, employees and agents subject to the terms hereof, and (viii) hiring, maintaining and compensating executives and other employees and consultants to the extent required or incidental to owning Equity Interests in the Company; and (ix) ownership of cash and immaterial properties and assets incidental to the business or activities described in the foregoing clauses of this Section 10.2.17, activities incidental to the business or activities described in the foregoing clauses of this Section 10.2.17 and payment of costs and expenses in connection with the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments business or other documents entered into activities described in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses of this Section 10.2.17; (b) (i) through (xiii). Holdings shall (x) own no material assets create, incur, assume or permit to exist any Debt other than (A) tax liabilities and (B) corporate, administrative and operating expenses in the Equity Interests ordinary course of the Company, its books and records and business or (ii) grant any rights under consensual Lien encumbering any of the agreements, instruments its properties or other documents referenced assets; or (c) fail to maintain in this Section 6.13, deposit full force and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbranceseffect its legal existence.

Passive Holding Company. Holdings shall will not engage at any time in any material business or business activity conduct any material activities other than the following (and activities or operations incidental thereto): (iA) ownership and acquisition of Equity Interests of in the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiB) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (C) the incurrence of and performance of its obligations under and in connection with any other Debt with respect to which it is an issuer or guarantor and the other agreements contemplated thereby, (D) actions incidental to the consummation of the Transactions (including the payment of Transaction Costs and the Specified Distribution), (E) the incurrence of and performance of its obligations related to other activities referred to in or otherwise permitted by, this Section 6.12, including the payment by Holdings of dividends or other distributions (by reduction of capital or otherwise) whether in cash, property, securities or any combination thereof, with respect to its Equity Interests, or directly or indirectly redeeming, purchasing, retiring or otherwise acquiring for value any of its Equity Interests or setting aside any amount for such purpose, (F) actions required by law to maintain its existence, (G) the payment of Taxes (including Permitted Tax Distributions) and other customary obligations, (H) the issuance of any Equity Interests, (I) any transaction contemplated or referred to in this Section 6 (including guaranteeing Debt or obligations of the Borrower and its Subsidiaries) and (J) activities incidental to its maintenance and continuance and to the foregoing activities. Notwithstanding anything to the contrary contained in herein, Holdings shall not sell, dispose of, xxxxx x Xxxx on or otherwise transfer its Equity Interests in the Borrower (other than (i) Liens created by the Loan Documents, (ii) subject to the ABL Credit Intercreditor Agreement, Liens created by the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith with the ABL Facility, (iii) Liens arising by operation of law that would be permitted under Section 6.2 or otherwise permitted hereunder; (iv) issuance of Equity Intereststhe sale, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive disposition or other benefit planstransfer (whether by purchase and sale, (xmerger, consolidation, liquidation or otherwise) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Company, its books Borrower to any Parent Entity that becomes a Obligor and records and any rights under any of the agreements, instruments or other documents referenced in agrees to be bound by this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances6.12.

Passive Holding Company. Holdings shall not In the case of Holdings, conduct, transact or otherwise engage at any time in any business or business activity operations other than the following (and activities or operations incidental thereto): (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations under and in connection payments with respect to the Loan Documents, the ABL First Lien Credit AgreementDocuments, the Junior any First Lien NotesCredit Agreement Refinancing Indebtedness, its charter and other organizational documents any Permitted Ratio Debt (and any other agreementsJunior Financing permitted to be incurred under this Agreement), instruments any Credit Agreement Refinancing Indebtedness, any Incremental Equivalent Debt, any Qualified Holding Company Debt or the Acquisition Agreement and the other documents entered into in connection therewith or otherwise permitted hereunder; agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), the receipt of (v) making (x) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.13 and the making of (y) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06, (vi) the incurrence of Qualified Holding Company Debt, (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries, (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is are not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of the consolidated group of Holdings and the Borrower, (viiix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings, (xi) providing indemnification to its current officers and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01directors, (xii) holding cash and making Investments in assets that are Cash Equivalents, received in accordance with the terms hereof, and (xiii) such activities reasonably required (incidental to the businesses or activities described in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through to (xiii). Holdings shall (xxii) own no material assets other than the Equity Interests of the Company, its books and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbrances7.13.

Passive Holding Company. Holdings shall not (a) In the case of Holdings, engage at any time in any business active trade or business activity other than business, it being agreed that the following activities (and activities or operations incidental thereto): ) will not be prohibited: (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; ; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), ; (iii) the performance of its obligations under and in connection payments with respect to any Indebtedness permitted to be incurred pursuant to Section 7.03, any Qualified Holding Company Debt or any Permitted Refinancing of any of the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; foregoing; (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests, the receipt of ); (v) making (i) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.11 and the making of (ii) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06; (vi) the incurrence of Qualified Holding Company Debt; (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries; (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Borrower and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Borrower and its Restricted Subsidiaries is are not prohibited hereunder, ; (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of a consolidated, combined or unitary group that includes Holdings and the Borrower; (viiix) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings; (xi) providing indemnification to its current officers and former directors directors; (xii) making Investments in assets that are Cash Equivalents; and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii) of this Section 7.11(a). (b) Holdings may not merge, dissolve, liquidate or consolidated with or into any other Person; provided that, notwithstanding the foregoing, as long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person if the following conditions are satisfied: (i) Holdings shall be the continuing or surviving Person, or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated, (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and officersthe other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Controlling Party, (C) the Successor Holdings shall pledge 100% of the Equity Interest of the Borrower to the Collateral Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Controlling Party, and (ixD) maintenance the Borrower shall have delivered to the Administrative Agent an officer’s certificate and administration an opinion of equity incentive counsel, each stating that such merger or other benefit plansconsolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, (x) concurrently with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the issuance extent reasonably requested by the Administrative Agent or the Controlling Party; it being agreed that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement. Notwithstanding anything herein to the contrary, in the event of any Qualified Equity Interestsmerger, dissolution, liquidation, consolidation, amalgamation or Division of Holdings effected in accordance with this Section 7.11, the redemptionBorrower shall or shall cause, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, surviving Person (xiior new direct parent entity) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than promptly deliver or cause to be delivered to the Equity Interests of Administrative Agent for further distribution by the CompanyAdministrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, its books including the USA PATRIOT Act and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof (2) a Beneficial Ownership Certification and (y) grant no Lien on do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Equity Interests of Borrower other than Liens created pursuant granted or purported to be granted by the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted EncumbrancesCollateral Documents as promptly as practicable.

Passive Holding Company. Holdings shall will not engage at any time in any material business or business activity conduct any material activities other than the following (and activities or operations incidental thereto): (iA) ownership and acquisition of Equity Interests of in the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiB) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (C) the incurrence of and performance of its obligations under and in connection with any other Debt with respect to which it is an issuer or guarantor and the other agreements contemplated thereby, (D) actions incidental to the consummation of the Transactions (including the payment of Transaction Costs and the Specified Distribution), (E) the incurrence of and performance of its obligations related to other activities referred to in or otherwise permitted by, this Section 6.12, including the payment by Holdings of dividends or other distributions (by reduction of capital or otherwise) whether in cash, property, securities or any combination thereof, with respect to its Equity Interests, or directly or indirectly redeeming, purchasing, retiring or otherwise acquiring for value any of its Equity Interests or setting aside any amount for such purpose, (F) actions required by law to maintain its existence, (G) the payment of Taxes (including Permitted Tax Distributions) and other customary obligations, (H) the issuance of any Equity Interests, (I) any transaction contemplated or referred to in this Section 6 (including guaranteeing Debt or obligations of the Borrower and its Subsidiaries) and (J) activities incidental to its maintenance and continuance and to the foregoing activities. Notwithstanding anything to the contrary contained in herein, Holdings shall not sell, dispose of, xxxxx x Xxxx on or otherwise transfer its Equity Interests in the Borrower (other than (i) Liens created by the Loan Documents, (ii) subject to the ABL Credit Intercreditor Agreement, Liens created by the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise with the ABL Facility, (iii) Liens arising by operation of law that would be permitted hereunder; under Section 6.2, (iv) issuance of Equity Intereststhe sale, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive disposition or other benefit planstransfer (whether by purchase and sale, (xmerger, consolidation, liquidation or otherwise) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Company, its books Borrower to any Parent Entity that becomes a Obligor and records and any rights under any of the agreements, instruments or other documents referenced in agrees to be bound by this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred 6.12 or paid to Holdings in accordance with the terms hereof and (yv) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Milacron Holdings with respect to deposit accounts and any other Permitted EncumbrancesMerger).

Passive Holding Company. Holdings After the occurrence of an IPO Event, Obligors shall not cause Parent to not: (a) engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): (i) direct or indirect ownership of Equity Interests in the Company and other miscellaneous non-material assets, and making of Investments in, and contributions to, the BorrowerCompany, together with activities directly related thereto; thereto (including engaging in Permitted Parent Entity Investments and other Permitted Acquisitions and Investments permitted hereunder and the drop down of assets acquired thereunder to the Company and its Subsidiaries), (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)paying Taxes, (iii) performance exchanges, issuances, sales, repurchases and redemptions of its Equity Interests and activities in connection therewith and related thereto, (iv) holding directors' and shareholders' meetings, preparing corporate and similar records and other activities required to maintain its corporate or other legal existence or to participate in tax, accounting or other administrative matters related to the Company and its Subsidiaries, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities, securities exchanges and to its holders of Equity Interests, (vi) receiving, and holding proceeds of, Distributions permitted hereunder and distributing the proceeds thereof, (vii) providing customary indemnification to officers, directors, employees and agents subject to the terms hereof, and (viii) hiring, maintaining and compensating executives and other employees and consultants to the extent required or incidental to owning Equity Interests in the Company;, (ix) perform its obligations and enforce its rights under the Hercules Acquisition Agreement, and (ixx) ownership of cash and immaterial properties and assets incidental to the business or activities described in the foregoing clauses of this Section 10.2.17, activities incidental to the business or activities described in the foregoing clauses of this Section 10.2.17 and payment of costs and expenses in connection with the Loan Documentsbusiness or activities described in the foregoing clauses of this Section 10.2.17; (b) (i) create, the ABL Credit Agreementincur, the Junior Lien Notes, its charter and assume or permit to exist any Debt other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; than (ivA) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereundertax liabilities and, (viB) as otherwise required to comply with Laws corporate, administrative and any applicable court orders; (vii) participating operating expenses in tax, accounting, legal and other administrative mattersthe ordinary course of business, (viiiC) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01Parent Entity of the Company that is then a publicly traded company, (xii) holding cash a guarantee of the Term Loan Debt and Cash Equivalents, received in accordance with the terms hereof, (xiii) Hercules Seller Note by such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, Parent Entity and (xivD) customary indemnity, reimbursement and similar obligations incurred in connection with any other activities performed Permitted Parent Entity Investments, including in connection with the foregoing clauses Hercules Acquisition, or (iii) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Company, its books and records and grant any rights under consensual Lien encumbering any of the agreements, instruments its properties or other documents referenced assets; or (c) fail to maintain in this Section 6.13, deposit full force and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof and (y) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted Encumbranceseffect its legal existence.

Passive Holding Company. Holdings shall not (a) In the case of Holdings, engage at any time in any business active trade or business activity other than business, it being agreed that the following activities (and activities or operations incidental thereto): ) will not be prohibited: (i) its ownership of the Equity Interests of the Borrower, together with activities directly related thereto; Parent; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), ; (iii) the performance of its obligations under and in connection payments with respect to (i) any Indebtedness permitted to be incurred pursuant to Section 7.03, any Qualified Holding Company Debt or any Permitted Refinancing of any of the Loan Documents, foregoing or (ii) the ABL Credit Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; ; (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests, the receipt of ); (v) making (i) payments or Restricted Payments made in accordance with to the extent otherwise permitted under this Section 6.04, 7.10 and the making of (ii) Restricted Payments with all property transferredany amounts received pursuant to transactions permitted under, and cash and Cash Equivalents paidfor the purposes contemplated by, Section 7.06; (vi) the incurrence of Qualified Holding Company Debt; (vii) making contributions to Holdings in accordance with the terms hereof capital of its Subsidiaries; (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (vviii) guaranteeing the obligations of the Company Parent and its Restricted Subsidiaries in each case solely to the extent such obligations of the Company Parent and its Restricted Subsidiaries is are not prohibited hereunder, ; (vi) as otherwise required to comply with Laws and any applicable court orders; (viiix) participating in tax, accounting, legal accounting and other administrative mattersmatters as a member of a consolidated, combined or unitary group that includes Holdings and the Parent; (viiix) holding any cash or property received in connection with Restricted Payments made by the Parent in accordance with Section 7.06 pending application thereof by Holdings; (xi) providing indemnification to its current officers and former directors directors; (xii) making Investments in assets that are Cash Equivalents; and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii) of this Section 7.10(a). (b) Holdings may not merge, amalgamate, dissolve, liquidate or consolidate with or into any other Person; provided that, notwithstanding the foregoing, as long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with any other Person if the following conditions are satisfied: (i) Holdings shall be the continuing or surviving Person, or (ii) if the Person formed by or surviving or continuing following any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated, (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and officersthe other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) the Successor Holdings shall pledge 100% of the Equity Interest of the Parent to the Collateral Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent, and (ixD) maintenance the Parent shall have delivered to the Administrative Agent an officer’s certificate and administration an opinion of equity incentive counsel, each stating that such merger, amalgamation or other benefit plansconsolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, (x) concurrently with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the issuance extent reasonably requested by the Administrative Agent; it being agreed that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement. Notwithstanding anything herein to the contrary, in the event of any Qualified Equity Interestsmerger, dissolution, liquidation, consolidation, amalgamation or Division of Holdings effected in accordance with this Section 7.10, the redemptionParent shall or shall cause, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, surviving or continuing Person (xiior new direct Parent Entity) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than promptly deliver or cause to be delivered to the Equity Interests of Administrative Agent for further distribution by the CompanyAdministrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, its books including the USA PATRIOT Act and records and any rights under any of the agreements, instruments or other documents referenced in this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred or paid to Holdings in accordance with the terms hereof (2) a Beneficial Ownership Certification and (y) grant no Lien on do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Equity Interests of Borrower other than Liens created pursuant granted or purported to be granted by the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts and any other Permitted EncumbrancesCollateral Documents as promptly as practicable.

Passive Holding Company. Holdings shall will not engage at any time in any material business or business activity conduct any material activities other than the following (and activities or operations incidental thereto): (iA) ownership and acquisition of Equity Interests of in the Borrower, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiB) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (C) the incurrence of and performance of its obligations under and in connection with any other Debt with respect to which it is an issuer or guarantor and the other agreements contemplated thereby, (D) actions incidental to the consummation of the Transactions (including the payment of Transaction Costs and the Specified Distribution), (E) the incurrence of and performance of its obligations related to other activities referred to in or otherwise permitted by, this Section 6.12, including the payment by Holdings of dividends or other distributions (by reduction of capital or otherwise) whether in cash, property, securities or any combination thereof, with respect to its Equity Interests, or directly or indirectly redeeming, purchasing, retiring or otherwise acquiring for value any of its Equity Interests or setting aside any amount for such purpose, (F) actions required by law to maintain its existence, (G) the payment of Taxes (including Permitted Tax Distributions) and other customary obligations, (H) the issuance of any Equity Interests, (I) any transaction contemplated or referred to in this Section 6 (including guaranteeing Debt or obligations of the Borrower and its Subsidiaries) and (J) activities incidental to its maintenance and continuance and to the foregoing activities. Notwithstanding anything to the contrary contained in herein, Holdings shall not sell, dispose of, xxxxx x Xxxx on or otherwise transfer its Equity Interests in the Borrower (other than (i) Liens created by the Loan Documents, (ii) subject to the ABL Credit Intercreditor Agreement, Liens created by the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith with the ABL Facility, (iii) Liens arising by operation of law that would be permitted under Section 6.2, or otherwise permitted hereunder; (iv) issuance of Equity Intereststhe sale, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid, to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive disposition or other benefit planstransfer (whether by purchase and sale, (xmerger, consolidation, liquidation or otherwise) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Company, its books Borrower to any Parent Entity that becomes a Obligor and records and any rights under any of the agreements, instruments or other documents referenced in agrees to be bound by this Section 6.13, deposit and securities accounts of Holdings, all cash and Cash Equivalents deposits held therein, and cash and Cash Equivalents transferred 6.12 or paid to Holdings in accordance with the terms hereof and (yv) grant no Lien on any of the Equity Interests of Borrower other than Liens created pursuant to the Loan Documents, the ABL Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the Intercreditor Agreement and any First Lien Intercreditor Agreement and ordinary course Liens incurred under customary deposit account agreements entered into by Milacron Holdings with respect to deposit accounts and any other Permitted EncumbrancesMerger).