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 (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 Borrowers, together with activities directly related thereto; Borrower; (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 Term 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 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 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 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 Encumbrances7.10(a).

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 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.