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 Borrowers, 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 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 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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 BorrowersBorrower, 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 Term 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 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 BorrowersCompany, 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 Borrowers Borrower other than Liens created pursuant to the Loan Documents, the Term 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 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 of Equity Interests and/or acquisition of the BorrowersCapital 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 Term 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 EXECUTION COPY 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 BorrowersBorrower, 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 Borrowers other than Liens created pursuant to the Loan Documentsliabilities imposed by law, the Term Credit Agreementincluding tax liabilities, the Junior Lien Notes Indenture and other Indebtedness subject liabilities incidental to the Intercreditor Agreement its existence and ordinary course Liens incurred under customary deposit account agreements entered into business and activities permitted by Holdings with respect to deposit accounts and any other Permitted Encumbrancesthis Agreement).

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 Borrowers, 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 Term 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 BorrowersBorrower’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 Borrowers other than Liens created pursuant to the Loan DocumentsBoard’s fiduciary duties under applicable Law, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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. 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 BorrowersBorrower, 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 Term 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 paid for 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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 conduct, transact or otherwise engage at any time in any material business or business activity other than operations; provided, that the following (and activities or operations incidental thereto): shall be permitted in any event: (i) its ownership of Equity Interests the Capital Stock of the Borrowers, together with Parent Borrower and activities directly related incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents or documentation relating to other Indebtedness and other agreements contemplated hereby and thereby; (iii) the consummation of the Transactions and any Permitted Change of Control; (iv) the payment of dividends and distributions, the making of contributions to the capital of its Subsidiaries and Guaranty Obligations in respect of Indebtedness permitted to be incurred hereunder by the Parent Borrower or any Restricted Subsidiary and other transactions permitted or expressly contemplated under this Agreement; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers, employees, consultants and independent contractors and those of its Subsidiaries), ; (iiivi) performance the performing of its obligations under agreements to which it is a party as of the Closing Date; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock of (other than Disqualified Equity Interests); (viii) the participation in connection with the Loan Documentstax, the Term Credit Agreement, the Junior Lien Notes, its charter accounting and other organizational documents administrative matters as a member of the consolidated group of Holdings and any other agreementsthe Parent Borrower, instruments or other documents entered into in connection therewith or otherwise permitted hereunderincluding compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers, employees, consultants and independent contractors; (ivix) issuance the holding 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 any cash and Cash Equivalents paid , to Holdings in accordance with the terms hereof (including without limitation the proceeds of but not operating any Restricted Payments made to Holdings in accordance with Section 6.04property); (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 Interestsentry into, 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 and performance of its obligations with respect to, contracts and other arrangements with officers, managers, employees, consultants, independent contractors and directors of Holdings or any of its Subsidiaries relating to their employment or directorships (including the providing of indemnification to such Persons) and (xi) any activities incidental 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)foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower (other than Liens pursuant to any (x) own no material assets other than the Equity Interests of the BorrowersLoan Document, 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 any agreement or documentation governing Indebtedness that is permitted pursuant to Section 7.03 so long as such Lien on is subject to a Customary Intercreditor Agreement or (z) non-consensual Liens arising solely by operation of a Requirement of Law) and shall not incur any Indebtedness (other than in respect of Guarantees permitted by clause (iv) above and Indebtedness of the Equity Interests type described in Sections 7.03(o) and (p)). -133- Table of Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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.Contents

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 BorrowersBorrower, 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 Term 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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 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 BorrowersBorrower, 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 Term 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 paid for 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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 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 BorrowersBorrower, 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 Term 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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 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 BorrowersBorrower, 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 Term 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 Borrowers, 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 Borrowers other than Liens created pursuant to the Loan Documents, the Term Credit Agreement, the Junior Lien Notes Indenture and other Indebtedness subject to the 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.